Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of Neither the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Cascade, HomeParent, the Company, the Final Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee of the Company or service provider any Subsidiary thereof, (iii) which that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) which that contains a (A) any non-compete competition or client or customer non-solicit requirement exclusive dealing agreement, or any other provision that restricts agreement or obligation which purports to limit or restrict, or following the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger Transaction would purport to limit or the Bank Merger will restrict restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its affiliates to engage in any line Subsidiaries or, following consummation of business and such requirement is not terminable by Home the Transaction, Parent or its Subsidiaries on sixty (60) days Subsidiaries, to own, operate, sell, transfer, pledge or less notice without otherwise dispose of any required payment material assets or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) (including any Home Benefit Plan) pursuant containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries a party (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home Company or its Subsidiaries, (ix) that involves is material to the payment by Home Company or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerSubsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home the Company and each of its Subsidiaries Company Subsidiary has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Company Contract, and (iviii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.15(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from CascadeParent, Homethe Company, the Surviving Company, Corporation or any of their respective Subsidiaries to any director, officer, employee director or service provider thereofconsultant of the Company or any of its Subsidiaries, (iii) as of the date of this Agreement which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or client less notice involving the payment of more than $100,000 per annum in the case of any one such agreement or customer non-solicit requirement $200,000 in total payments in the case of all such agreements, or any other provision that (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage Subsidiaries. Each contract of the type described in any line clause (iii) of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreementthis Section 4.15(a), (viwhether or not set forth in Section 4.15(a) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedCompany Disclosure Schedule, is referred to herein as a “Company Contract.” The Company has previously delivered or the vesting made available to Parent true and correct copies of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding contract of the type described in this Section 3.14(a) is referred to herein as a “Home Contract4.15(a).” (b) To Except as set forth in Section 4.15(b) of the knowledge of HomeCompany Disclosure Schedule, (i) each Home Company Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has have performed all material obligations required to be performed by it them to date under each Home Company Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under , and (iv) no other party to any Home Company Contract by virtue is, to the knowledge of the consummation of Company, in default in any of the transactions contemplated by this Agreementrespect thereunder.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.13(a) of the Home W▇▇▇▇▇▇ Disclosure Schedule is a trueor as filed with or incorporated into any W▇▇▇▇▇▇ Report filed prior to the date hereof, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither W▇▇▇▇▇▇ nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any W▇▇▇▇▇▇ Benefit Plan): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of on any line of business by Home W▇▇▇▇▇▇ or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without in any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement), agreement or similar agreement with any labor organization; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement the Requisite W▇▇▇▇▇▇ Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on W▇▇▇▇▇▇; (viiv) (A) that relates to the incurrence of indebtedness by Home W▇▇▇▇▇▇ or any of its Subsidiaries Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactionsbusiness), (viiiB) that provides for the guarantee, support, assumption or endorsement by W▇▇▇▇▇▇ or any of its Subsidiaries of, or any similar commitment by W▇▇▇▇▇▇ or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of W▇▇▇▇▇▇ or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home W▇▇▇▇▇▇ or its Subsidiaries, taken as a whole; (ixvii) that involves the which creates future payment by Home or any obligations in excess of its Subsidiaries of more than fifty thousand dollars ($50,000) 5,000,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home W▇▇▇▇▇▇ or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by W▇▇▇▇▇▇ or its Subsidiaries, or derivatives issued or entered into in the condition ordinary course of notice), business; (xviii) that obligates Home is a settlement, consent or similar agreement and contains any material continuing obligations of W▇▇▇▇▇▇ or any of its Subsidiaries Subsidiaries; or (ix) that relates to conduct the acquisition or disposition of any person, business with a third party on an exclusive or preferential basis (other than any such contracts asset and under which are terminable by Home W▇▇▇▇▇▇ or any of its Subsidiaries on sixty (60) days have or less notice without any required payment may have a material obligation or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerliability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.13(a) (excluding any W▇▇▇▇▇▇ Benefit Plan), whether or not set forth in the W▇▇▇▇▇▇ Disclosure Schedule, is referred to herein as a “Home W▇▇▇▇▇▇ Contract”. W▇▇▇▇▇▇ has made available to Sterling true, correct and complete copies of each W▇▇▇▇▇▇ Contract in effect as of the date hereof.” (b) To In each case, except as, either individually or in the knowledge of Homeaggregate, would not reasonably be expected to have a Material Adverse Effect on W▇▇▇▇▇▇, (i) each Home W▇▇▇▇▇▇ Contract is valid and binding on Home W▇▇▇▇▇▇ or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home W▇▇▇▇▇▇ and each of its Subsidiaries has in all material respects complied with and performed all material obligations required to be performed by it to date under each Home W▇▇▇▇▇▇ Contract, (iii) to the knowledge of W▇▇▇▇▇▇, each third-party counterparty to each Home W▇▇▇▇▇▇ Contract has in all material respects complied with and performed all material obligations required to be performed by it to date under such Home W▇▇▇▇▇▇ Contract, and (iv) W▇▇▇▇▇▇ does not have knowledge of, and has not received notice of, any violation of any W▇▇▇▇▇▇ Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Home W▇▇▇▇▇▇ or any of its Subsidiaries Subsidiaries, or to the knowledge of W▇▇▇▇▇▇, any other party thereto, of or under any such Home Contract. No Home Default will occur under W▇▇▇▇▇▇ Contract and (vi) no third-party counterparty to any Home W▇▇▇▇▇▇ Contract by virtue has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any W▇▇▇▇▇▇ Contract as a result of the consummation of any of Pandemic or the transactions contemplated by this AgreementPandemic Measures.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, or employees, employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by the Company or a Subsidiary without the payment of severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeParent, Homethe Company, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home the Company or any of its affiliates or upon consummation of the Merger or the Bank Merger Integrated Mergers will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home the Company or its Subsidiaries, ; (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 75,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), ; (x) that obligates Home includes an indemnification obligation of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or preferential basis (other than any such contracts which are terminable receipts by Home or to the Company or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any required payment or other conditions, other than Subsidiary of the condition Company of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract”, and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract by any of the parties thereto.” (b) To The Company has made available to Parent a true, correct and complete copy of each written Company Contract and each written amendment to any Company Contract. Section 3.14(b) of the knowledge Company Disclosure Schedule sets forth a true, correct and complete description of Home, any oral Company Contract and any oral amendment to any Company Contract. (ic) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Company Contract is enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (ii) Home except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract. To the knowledge of the Company, (iii) each third-party counterparty to each Home Company Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under Neither the Company nor any Home Contract by virtue Subsidiary of the consummation Company has received or delivered any notice of cancellation or termination of any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.16(a) of the Home First Place Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither First Place nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFFY, HomeFirst Place, the Surviving CompanyCorporation, the Surviving Institution or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in First Place Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or client less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $100,000 per annum, in the case of any other provision that such agreement, (v) which materially restricts the conduct of any line of business by Home First Place or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeSubsidiaries, (vvi) with or to a labor union or guild (including any collective bargaining agreement), ) or (vivii) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.16(a), whether or not set forth in Section 4.16(a) of the First Place Disclosure Schedule, is referred to herein as a “Home "First Place Contract.” (b) To the knowledge " The First Place has previously delivered to FFY true and correct copies of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home First Place Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth Except as otherwise provided in this Agreement or as disclosed on Section 3.14(a4.13(a) of the Home Vantage Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Vantage nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, consultants, independent contractors or employeesother service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Cascade, HomeVantage, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, officerconsultant, employee independent contractor or other service provider of Vantage or any Subsidiary thereof, (iii) which that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K Vantage to be performed after the date of the SEC)this Agreement, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Home or any Vantage or, to the knowledge of its affiliates or Vantage, upon consummation of the Merger or the Bank Vantage Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Plan) pursuant to stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder the occurrence of any stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.13(a), whether or not set forth in the Vantage Disclosure Schedule, is referred to herein as a “Home Vantage Contract,” and neither Vantage nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Vantage Contract by any of the other parties thereto.” (b) To the knowledge of Home, (i) each Home Each Vantage Contract is valid and binding on Home Vantage or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home Vantage and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, Vantage Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Vantage or any of its Subsidiaries under any such Home Vantage Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) 3.23 of the Home Company Disclosure Schedule is contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written other than those set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement) to which the Company or oral) in effect any Subsidiary of the Company is a party or by which any of them or their assets is bound as of the date hereof of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to the Company and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which Home the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among the Company and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between the Company or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, the Company’s officers or and key employees, on the other hand, (iivi) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, Parent or the Surviving Company, Company or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiivii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.23(a), whether or not included as an exhibit to any Company Report or included in Section 3.23 of the Company Disclosure Schedule, is referred to herein as a “Home Company Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 3.23(b) pursuant to Section 6.3, “Company Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) To Each Company Material Contract is, to the knowledge of Homethe Company, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and the Company and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractCompany Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on Company Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of Home or aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract or (y) has received written notice of the desire of the other party or parties to any such Home ContractCompany Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Contract by virtue of Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, the consummation of any of the transactions contemplated by this AgreementAgreement will not breach or violate any Company Material Contract or permit any other party to a Company Material Contract to exercise rights adverse to the Company. Each Company Material Contract is enforceable by the Company or a Subsidiary of the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.14(a) of the Home HRB Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither HRB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, employees that involves annual compensation in excess of $150,000; (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement and the Plan of Merger or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeHRB, HomeXenith, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home HRB or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement and the Plan of Merger or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home HRB or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $100,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home HRB or its Subsidiaries, ; or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 100,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home HRB or any of its Subsidiaries on sixty (60) 60 days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.14(a) is referred to herein as a “Home HRB Contract.” (b) To the knowledge of Home, (i) each Home Each HRB Contract is valid and binding on Home HRB or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (ii) Home HRB and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home HRB Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (iii) to HRB’s knowledge each third-party counterparty to each Home HRB Contract has performed all material obligations required to be performed by it to date under such Home HRB Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (iv) neither HRB nor any of its Subsidiaries knows of, or has received notice of, any violation of any HRB Contract by any of the other parties thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HRB and (ivv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home HRB or any of its Subsidiaries under any such Home HRB Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on HRB.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, ; (ii) whichthat, upon the execution or delivery of this Agreement, stockholder or shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeParent, Homethe Company, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home the Company or any of its affiliates or upon consummation of the Merger or the Bank Merger Integrated Mergers will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home the Company or its Subsidiaries, ; (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 80,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), ; (x) that obligates Home includes an indemnification obligation of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $80,000; or (xi) that involves aggregate payments or preferential basis (other than any such contracts which are terminable receipts by Home or to the Company or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any required payment or other conditions, other than Subsidiary of the condition Company of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract”, and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract by any of the parties thereto.” (b) To The Company has made available to Parent a true, correct and complete copy of each written Company Contract and each written amendment to any Company Contract. Section 3.14(b) of the knowledge Company Disclosure Schedule sets forth a true, correct and complete description of Home, any oral Company Contract and any oral amendment to any Company Contract. (ic) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Company Contract is enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (ii) Home except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract. To the knowledge of the Company, (iii) each third-party counterparty to each Home Company Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under Neither the Company nor any Home Contract by virtue Subsidiary of the consummation Company has received or delivered any notice of cancellation or termination of any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home United Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither United nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeRockville, HomeUnited, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home United or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home United or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home United or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 200,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home United or any of its Subsidiaries on sixty (60) 60 days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the United Disclosure Schedule, is referred to herein as a “Home United Contract,” and neither United nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on United.” (b) To the knowledge of Home, (i) each Home Each United Contract is valid and binding on Home United or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, (ii) Home United and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home ContractUnited Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, (iii) to United’s knowledge each third-party counterparty to each Home United Contract has performed all material obligations required to be performed by it to date under such Home ContractUnited Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home United or any of its Subsidiaries under any such Home United Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on United.

Certain Contracts. (a) Set Except as set forth in at Section 3.14(a) 4.11 of the Home S1 Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither S1 nor any of its Subsidiaries is a party to or bound by any contract, arrangement or commitment (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants (other than standard offer letters which provide for not more than at-will employment), (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeS1, Home, the Surviving Company, Edify or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (viiv) (including any Home Benefit Planexcept as set forth on Section 4.11(a)(iv) pursuant to which of the S1 Disclosure Schedule, any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (iv), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan), (viiv) that relates to containing any covenant materially limiting the incurrence right of indebtedness by Home S1 or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from vi) relating to the Federal Home Loan Bank disposition or acquisition by S1 or any of Seattle and securities sold under agreements to repurchase, in each case incurred its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect pursuant to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home which S1 or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum has any material ownership interest in any corporation, partnership, joint venture or two hundred thousand dollars ($200,000) in the aggregate (other business enterprise other than S1's Subsidiaries that is material to S1's business as currently conducted, or (vii) to provide source code to any such contracts third party for any product or technology that is material to S1 and its Subsidiaries taken as a whole. Except as set forth at Section 4.11 of the S1 Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which are terminable by Home S1 or any of its Subsidiaries on sixty is a party. Section 4.11(a) of the S1 Disclosure Schedule sets forth a list of all material contracts (60as defined in Item 601(b)(10) days or less notice without any required payment or other conditions, other than the condition of notice), (xRegulation S-K) that obligates Home or any of S1 and its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerSubsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 3.14(a4.11(a), whether or not set forth in Section 4.11(a) of the S1 Disclosure Schedule, is referred to herein as a “Home "S1 Contract," and neither S1 nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any S1 Contract.” (b) To the knowledge of Home, (i) each Home Each S1 Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effecteffect as to the obligations of S1 thereunder, and to the knowledge of S1, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) Home S1 and each of its Subsidiaries has has, and to the knowledge of S1, each third party has, in all material respects performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home S1 Contract, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home S1 or any of its Subsidiaries under any such Home Contract. No Home Default will occur under S1 Contract or, to the knowledge of S1, any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementthird party thereto.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which that is a “material contract” (as such term is defined in that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the SEC), SEC and that is to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof; (ivii) which that contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of, or the manner of conducting, any line of business by Home or in any geographic area, or, to the knowledge of its affiliates or Company, upon consummation of the Merger or the Bank Merger will could restrict the ability of Parent, the Surviving Company or any of its affiliates their respective Subsidiaries to engage in any line of business and such requirement is not terminable by Home in any geographic area; (iii) that obligates Company or any of its Subsidiaries to conduct business on sixty an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viv) with or to a labor union or guild (including any collective bargaining agreement), ; (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of Company or any Subsidiary, or of any third party for which Company or any Subsidiary is a guarantor or is otherwise liable; (including vii) that requires Company or any Home Benefit PlanSubsidiary to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) pursuant to which any that is with an agency, broker, insurer or other person that accounted for 1% or more of the benefits thereunder will be increasedsales of the Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of Company or any Subsidiary; or (x) that would prevent, materially delay or materially impede Company’s ability to consummate the Merger or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the other transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home Company or one of its Subsidiariesapplicable Subsidiary, as applicableenforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) Home Company and each of its Subsidiaries and, to Company’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Home Contract, Company Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of Home Company or any of its Subsidiaries or, to Company’s knowledge, any other party thereto under any such Home Company Contract. No Home Default will occur notice of default or termination has been received under any Home Contract by virtue of the consummation of Company Contract. There are no disputes pending or, to Company’s knowledge, threatened with respect to any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment or retention of feesany director, compensation officer, employee or benefits to any directors, officers or employees, consultant; (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascadethe Buyer, Homethe Company, the Bank, the Surviving Company, Corporation or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereof, ; (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ) to be performed in whole or in part after the date of this Agreement; (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or client less notice involving the payment of more than $18,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $24,000 per annum, in the case of any other provision that such agreement; (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), Subsidiaries; (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that which relates to indebtedness owed by the incurrence of indebtedness by Home Company or any of its Subsidiaries Subsidiaries, or the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case payables incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ); (viii) that grants involving intellectual property or relating to the provision of data processing, network communication or other technical services to or by the Company or any right of first refusalits Subsidiaries, right other than agreements entered into in the ordinary course of first offer or similar right business; (ix) with respect to any assetsmortgage, rights pledge, indenture or security agreement or similar arrangement constituting an Encumbrance upon the assets or properties of Home or its Subsidiaries, (ix) that involves the payment by Home Company or any of its Subsidiaries Subsidiaries; (x) for the sale or purchase of more than fifty thousand dollars (personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions10,000, other than in the condition ordinary course of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes business; or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in at Section 3.14(a3.13(a) of the Home First ▇▇▇▇▇▇▇ Disclosure Schedule is a trueSchedules, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither First ▇▇▇▇▇▇▇ nor any of its Subsidiaries First ▇▇▇▇▇▇▇ Subsidiary is a party to or bound by any contract, arrangement or commitment (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeTower, Home, the Surviving CompanyFirst ▇▇▇▇▇▇▇, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home First ▇▇▇▇▇▇▇ or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeFirst ▇▇▇▇▇▇▇ Subsidiaries, (viv) with or to a labor union or guild (including any collective bargaining agreement), ) or (viv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (including as to this clause (v), (viiany stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.13(a) that relates of the First ▇▇▇▇▇▇▇ Disclosure Schedules, there are no employment, consulting and deferred compensation agreements to the incurrence of indebtedness by Home which First ▇▇▇▇▇▇▇ or any of its Subsidiaries is a party. Section 3.13(a) of the First ▇▇▇▇▇▇▇ Disclosure Schedules sets forth a list of all material contracts (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank as defined in Item 601(b)(10) of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course Regulation S-K) of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home First ▇▇▇▇▇▇▇ or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerFirst ▇▇▇▇▇▇▇ Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 3.14(a3.13(a), whether or not set forth in Section 3.13(a) of the First ▇▇▇▇▇▇▇ Disclosure Schedules, is referred to herein as a “Home First ▇▇▇▇▇▇▇ Contract,” and neither First ▇▇▇▇▇▇▇ nor any of the First ▇▇▇▇▇▇▇ Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any First ▇▇▇▇▇▇▇ Contract.” (b) To the knowledge of Home, (i) each Home Each First ▇▇▇▇▇▇▇ Contract is a valid and binding on Home obligation of First ▇▇▇▇▇▇▇ or one of its Subsidiaries, as applicable, the First ▇▇▇▇▇▇▇ Subsidiary party thereto and in full force and effect, (ii) Home First ▇▇▇▇▇▇▇ and each of its the First ▇▇▇▇▇▇▇ Subsidiaries has have in all material respects performed all material obligations required to be performed by it to date under each Home First ▇▇▇▇▇▇▇ Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home First ▇▇▇▇▇▇▇ or any of its the First ▇▇▇▇▇▇▇ Subsidiaries under any such Home First ▇▇▇▇▇▇▇ Contract. No Home Default will occur under any Home Contract by virtue , and (iv) except as set forth in Section 3.13(b) of the consummation First ▇▇▇▇▇▇▇ Disclosure Schedules, none of the First ▇▇▇▇▇▇▇ Contracts require the consent or approval of any other party thereto in connection with the consummation of the transactions contemplated by this AgreementAgreement and in order to provide Tower with the full benefit of the rights of First ▇▇▇▇▇▇▇ or the First ▇▇▇▇▇▇▇ Subsidiary that is a party thereto from and after the Merger.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither MGIC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeMGIC, HomeRadian, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the MGIC Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home MGIC or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vii) that relates any MGIC Reinsurance Contract (as defined in Section 4.14(b)), other than captive mortgage reinsurance contracts, where the amount of risk ceded as of December 31, 2006 exceeds $250 million. MGIC has previously made available to the incurrence Radian true and correct copies of indebtedness by Home all employment and deferred compensation agreements which are in writing and to which MGIC or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the MGIC Disclosure Schedule, is referred to herein as a “Home MGIC Contract,” and neither MGIC nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MGIC.” (b) To the knowledge of Home, (i) Each MGIC Contract and each Home Contract material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which MGIC or any of its Subsidiaries is a party (each a “MGIC Reinsurance Contract”) is valid and binding on Home or MGIC and/or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home MGIC and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home MGIC Contract and each MGIC Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC, (iii) to MGIC’s knowledge each third-party counterparty to each Home MGIC Contract and each MGIC Reinsurance Contract has in all material respects performed all material obligations required to be performed by it to date under such Home MGIC Contract or MGIC Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home MGIC or any of its Subsidiaries under any such Home MGIC Contract or MGIC Reinsurance Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home HopFed Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither HopFed nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFirst Financial, HomeHopFed, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts HopFed’s ability to compete or contains a non-compete or client or customer non-solicit requirement or any other provision provision, in each case, that materially restricts the conduct of any line of business by Home HopFed or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) of the HopFed Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home HopFed or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home HopFed or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 150,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home HopFed or any of its Subsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the HopFed Disclosure Schedule, is referred to herein as a “Home HopFed Contract” and neither HopFed nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on HopFed.” (b) To the knowledge of Home, (i) each Home Each HopFed Contract is valid and binding on Home HopFed or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed. HopFed and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home HopFed Contract, (iii) except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed. To HopFed’s knowledge each third-party counterparty to each Home HopFed Contract has in all material respects performed all material obligations required to be performed by it to date under such Home HopFed Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home HopFed or any of its Subsidiaries under any such Home HopFed Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed.

Certain Contracts. (a) Set forth in Section 3.14(a) 6.23 of the Home Transocean Disclosure Schedule is Letter contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written other than those set forth on an exhibit index in the Transocean Reports filed prior to the date of this Agreement) to which Transocean or oral) in effect any Subsidiary of Transocean is a party or by which any of them or their assets is bound as of the date hereof of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted other than any such limitation that is not material to Transocean and its Subsidiaries, taken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction or conversion contract with respect to which Home the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Transocean or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, Transocean’s officers or and key employees, on the other hand, (iivi) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, the Surviving Company, Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiivii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 6.23(a), whether or not included as an exhibit to any Transocean Report or included in Section 6.23 of the Transocean Disclosure Letter, is referred to herein as a “Home Transocean Material Contract,” and for purposes of Section 7.1 and the bringdown of Section 6.23(b) pursuant to Section 8.2(a), “Transocean Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) To Each Transocean Material Contract is, to the knowledge of HomeTransocean, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and Transocean and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractTransocean Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on Transocean Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of Home or aggregate, a Transocean Material Adverse Effect, neither Transocean nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Transocean, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Transocean Material Contract or (y) has received written notice of the desire of the other party or parties to any such Home ContractTransocean Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Contract by virtue of Except as would not be reasonably likely to have, individually or in the aggregate, a Transocean Material Adverse Effect, the consummation of any of the transactions contemplated by this AgreementAgreement will not breach or violate any Transocean Material Contract or permit any other party to a Transocean Material Contract to exercise rights adverse to Transocean. Each Transocean Material Contract is enforceable by Transocean or a Subsidiary of Transocean in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Transocean Material Adverse Effect.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.15(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract (whether written or oral) (i) with respect to the payment service of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from CascadeParent, Homethe Company, the Surviving Company, Corporation or any of their respective Subsidiaries to any director, officer, employee director or service provider thereofconsultant of the Company or any of its Subsidiaries, (iii) as of the date of this Agreement which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or client less notice involving the payment of more than $50,000 per annum in the case of any one such agreement or customer non-solicit requirement $100,000 in total payments in the case of any one such agreement, or any other provision that (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage Subsidiaries. Each contract of the type described in any line clause (iii) of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreementthis Section 4.15(a), (viwhether or not set forth in Section 4.15(a) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedCompany Disclosure Schedule, is referred to herein as a “Company Contract.” The Company has previously delivered or the vesting made available to Parent true and correct copies of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding contract of the type described in this Section 3.14(a) is referred to herein as a “Home Contract4.15(a).” (b) To Except as set forth in Section 4.15(b) of the knowledge of HomeCompany Disclosure Schedule, (i) each Home Company Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under , and (iv) no other party to any Home Company Contract by virtue is, to the knowledge of the consummation of Company, in default in any of the transactions contemplated by this Agreementrespect thereunder.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as As of the date hereof to which Home or hereof, neither Umpqua nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Umpqua Benefit Plan): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of on any line of business by Home Umpqua or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without in any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement), agreement or similar agreement with any labor organization; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement the Requisite Umpqua Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua; (viiv) (A) that relates to the incurrence of indebtedness by Home Umpqua or any of its Subsidiaries Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactionsbusiness), (viiiB) that provides for the guarantee, support, assumption or endorsement by Umpqua or any of its Subsidiaries of, or any similar commitment by Umpqua or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Umpqua or any of its Subsidiaries, other than contracts entered into by Umpqua or its Subsidiaries in the ordinary course of business; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Umpqua or its Subsidiaries, taken as a whole; (ixvii) that involves the which creates future payment by Home or any obligations in excess of its Subsidiaries of more than fifty thousand dollars ($50,000) 7,500,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Umpqua or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Umpqua or its Subsidiaries, or derivatives issued or entered into in the condition ordinary course of notice), business; (xviii) that obligates Home is a settlement, consent or similar agreement and contains any material continuing obligations of Umpqua or any of its Subsidiaries Subsidiaries; or (ix) that relates to conduct the acquisition or disposition of any person, business with a third party on an exclusive or preferential basis (other than any such contracts asset and under which are terminable by Home Umpqua or any of its Subsidiaries on sixty (60) days have or less notice without any required payment may have a material obligation or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerliability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.13(a) (excluding any Umpqua Benefit Plan), whether or not set forth in the Umpqua Disclosure Schedule, is referred to herein as a “Home Umpqua Contract”. Umpqua has made available to Columbia true, correct and complete copies of each Umpqua Contract in effect as of the date hereof.” (b) To In each case, except as, either individually or in the knowledge of Homeaggregate, would not reasonably be expected to have a Material Adverse Effect on Umpqua, (i) each Home Umpqua Contract is valid and binding on Home Umpqua or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Umpqua and each of its Subsidiaries has complied with and performed all material obligations required to be performed by it to date under each Home Umpqua Contract, (iii) to the knowledge of Umpqua, each third-party counterparty to each Home Umpqua Contract has complied with and performed all material obligations required to be performed by it to date under such Home Umpqua Contract, and (iv) Umpqua does not have knowledge of, and has not received notice of, any violation of any Umpqua Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Home Umpqua or any of its Subsidiaries Subsidiaries, or to the knowledge of Umpqua, any other party thereto, of or under any such Home Contract. No Home Default will occur under Umpqua Contract and (vi) no third-party counterparty to any Home Umpqua Contract by virtue has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Umpqua Contract as a result of the consummation of any of Pandemic or the transactions contemplated by this AgreementPandemic Measures.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, independent contractors or employeesconsultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeParent, Homethe Company, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home the Company or any of its affiliates or upon consummation of the Merger or the Bank Merger Integrated Mergers will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home the Company or its Subsidiaries, (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 100,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home which includes an indemnification obligation of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $100,000 or preferential basis (other than any such contracts xi) which are terminable involves aggregate payments or receipts by Home or to the Company or any of its Subsidiaries in excess of $100,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any required payment or other conditions, other than Subsidiary of the condition Company of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) . To the Company’s knowledge each third-party counterparty to each Home Company Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a trueEach contract, correct and complete list of all contractsarrangement, arrangements, commitments commitment or understandings understanding (whether written or oral) which is a “material contract” (as such term is defined in effect Item 601(b)(10) of Regulation S-K of the SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to which Home the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth in Section 4.14(a) of the First Financial Disclosure Schedule or as filed by First Financial with the SEC, as of the date hereof, neither First Financial nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFirst Financial, HomeFirst Financial, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts First Financial’s ability to compete or contains a non-compete or client or customer non-solicit requirement or any other provision provision, in each case, that materially restricts the conduct of any line of business by Home First Financial or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (viv) with or to a labor union or guild (including any collective bargaining agreement), (viv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (viivi) that relates to the incurrence of indebtedness by Home First Financial or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1,000,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the First Financial Disclosure Schedule or filed by First Financial with the SEC, is referred to herein as a “Home First Financial Contract,” and neither First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Financial.” (b) To the knowledge of Home, (i) each Home Each First Financial Contract is valid and binding on Home First Financial or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial. First Financial and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home First Financial Contract, (iii) except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial. To First Financial’s knowledge each third-party counterparty to each Home First Financial Contract has in all material respects performed all material obligations required to be performed by it to date under such Home First Financial Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home First Financial or any of its Subsidiaries under any such Home First Financial Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeBanner, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.14(a) of the Home Target Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Target nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (excluding any Target Benefit Plan) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Target or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Subsidiaries to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeactivities, (viii) with or to a labor union or guild (including any collective bargaining agreement), (viiv) (including any Home Benefit Plan) pursuant to which any that would solely as a result of consummation of the benefits thereunder will be increasedMerger, the Second Step Merger or the vesting of Bank Merger require the benefits will be acceleratedpayment by Target, by the occurrence of the execution and delivery of this AgreementSurviving Company, shareholder approval of this Agreement Parent or the consummation Surviving Corporation or any Subsidiary thereof of any amounts in excess of the transactions contemplated $500,000, (v) other than extensions of credit, other banking products offered by this AgreementTarget and its Subsidiaries, derivatives or the value Target Leases, which creates future payment obligations of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Target or any of its Subsidiaries in excess of $500,000 per annum and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, or (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiivi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Target or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with taken as a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerwhole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.14(a) (excluding any Target Benefit Plan), whether or not set forth in the Target Disclosure Schedule, is referred to herein as a “Home Target Material Contract,” and neither Target nor any of its Subsidiaries knows of, or has received notice of, any default or any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Target.” (b) To In each case, except as, either individually or in the knowledge of Homeaggregate, would not reasonably be expected to have a Material Adverse Effect on Target, (i) each Home Target Material Contract is valid and binding on Home Target or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Target and each of its Subsidiaries has in all respects performed all material obligations required to be performed by it to date under each Home Target Material Contract, (iii) to Target’s knowledge, each third-party counterparty to each Home Target Material Contract has in all respects performed all material obligations required to be performed by it to date under such Home Target Material Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Target or any of its Subsidiaries under any such Home Target Material Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.15(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or any of its Subsidiaries Company nor the Company Bank is a party to or bound by any contract (whether written or oral) (i) with respect to the payment service of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascade, HomeParent, the Surviving Company, or any of their respective Subsidiaries to any officer, director, officeremployee, employee agent or service provider thereofconsultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $10,000 per annum in the case of any one such agreement or client or customer non-solicit requirement or $25,000 in total payments in the case of any other provision that one such agreement, (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger Company or the Bank Merger will Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of the Surviving Company or any of its affiliates the Company Bank to engage compete in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days with any person or less notice without entity or in any required payment geographic area or other conditionswhich grants any right of first refusal, other than the condition right of notice, (v) with first offer or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, similar right; (vii) any contract for, with respect to, or that relates contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities with respect to the incurrence Company or the Company Bank; (viii) any contract relating to the borrowing of indebtedness money by Home the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of its Subsidiaries a third party (other than deposit liabilities, trade payables, federal funds purchased, advances liabilities and loans from the Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of Seattle and securities sold under agreements to repurchase, in each case incurred credit made in the ordinary course of business consistent with past practice) ), including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viiiix) any contract that grants involves expenditures or receipts of the Company or the Company Bank in excess of $25,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any right of first refusal, right of first offer or similar right contract (other than a Plan) with respect to the employment or compensation of any assets, rights officers or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or directors; (xi) that provides for contractual indemnification of more than ten thousand dollars any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; ($10,000xii) any contract relating to any directora joint venture, officerpartnership, employee limited liability company agreement or service provider. Each contract, other similar agreement or arrangement, commitment or understanding relating to the formation, creation or operation, management or control of the type described any partnership, limited liability company or joint venture, in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge each case with any third parties, or any contract which limits payments of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, dividends and (ivxiii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.Regulatory Agreement (defined in

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) 4.15 of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract (whether written or oral) (i) with respect to the payment employment of fees, compensation any directors or benefits to any directors, officers or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from CascadeParent, Homethe Company, the Surviving Company, Corporation or any of their respective Subsidiaries to any director, officer, employee director or service provider consultant thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or client less notice involving the payment of more than $50,000 per annum, or customer non-solicit requirement or any other provision that (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.15(a) is referred to herein as a “Home "Company Contract". The Company has previously delivered or made available to Parent true and correct copies of each Company Contract.” (b) To the knowledge of Home, (i) each Home Each Company Contract described in clause (iii) of Section 4.15(a) is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home ContractCompany Contract described in clause (iii) of Section 4.15(a), (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Contract. No Home Default will occur under Company Contract described in clause (iii) of Section 4.15(a), and (iv) no other party to any Home Company Contract by virtue described in clause (iii) of Section 4.15(a) is, to the knowledge of the consummation of Company, in default in any of the transactions contemplated by this Agreementrespect thereunder.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as As of the date hereof to which Home or hereof, neither Anchor nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), other than any Anchor Benefit Plan, (i) with respect to which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the payment of fees, compensation or benefits to any directors, officers or employeesSEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Anchor or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business that is material to Anchor and its Subsidiaries, taken as a whole, (iii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming become due from CascadeAnchor, HomeAnchorBank, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)person, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (viiv) that relates to the incurrence of indebtedness by Home AnchorBank or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiivi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Anchor or its Subsidiaries, taken as a whole or (ixvii) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 100,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home AnchorBank or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13, whether or not set forth in the Anchor Disclosure Schedule, is referred to herein as a “Home Anchor Contract.” (b) To In each case, except as would not reasonably be likely to have, either individually or in the knowledge of Homeaggregate, a Material Adverse Effect on Anchor (i) each Home Anchor Contract is valid and binding on Home Anchor or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Anchor and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Anchor Contract, (iii) to Anchor’s knowledge each third-party counterparty to each Home Anchor Contract has performed all material obligations required to be performed by it to date under such Home Anchor Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Anchor or any of its Subsidiaries under any such Home Anchor Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.14(a) of the Home Rockville Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Rockville nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeRockville, HomeUnited, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Rockville or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Rockville or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Rockville or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 200,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Rockville or any of its Subsidiaries on sixty (60) 60 days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the Rockville Disclosure Schedule, is referred to herein as a “Home Rockville Contract,” and neither Rockville nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Rockville.” (b) To the knowledge of Home, (i) each Home Each Rockville Contract is valid and binding on Home Rockville or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville, (ii) Home Rockville and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home ContractRockville Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville, (iii) to Rockville’s knowledge each third-party counterparty to each Home Rockville Contract has in performed all material obligations required to be performed by it to date under such Home ContractRockville Contract all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Rockville or any of its Subsidiaries under any such Home Rockville Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Jefferson Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Jefferson nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeHomeTrust, HomeJefferson, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider independent contractor thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home Jefferson or any of its affiliates Subsidiaries or affiliates, or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild (including any collective bargaining agreement)guild, (vi) (including any Home Jefferson Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Jefferson or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home Jefferson or its Subsidiaries, (ix) that involves the payment by Home Jefferson or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 40,000 per annum or two hundred thousand dollars ($200,000) 100,000 in the aggregate (other than any such contracts which are terminable by Home Jefferson or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Home Jefferson or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis basis, (other than any such contracts which are terminable by Home xii) that imposes potential recourse obligations on Jefferson or any of its Subsidiaries on sixty in connection with sale of loans or loan participations, (60xiii) days or less notice without any required payment or other conditionsfor the subservicing of loans, other than the condition of notice) or (xixiv) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Jefferson Disclosure Schedule, is referred to herein as a “Home Jefferson Contract,” and neither Jefferson nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.” (b) To the knowledge of HomeJefferson, (i) each Home Jefferson Contract is valid and binding on Home Jefferson or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Jefferson and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Jefferson Contract, (iii) each third-party counterparty to each Home Jefferson Contract has performed all material obligations required to be performed by it to date under such Home Jefferson Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Jefferson or any of its Subsidiaries under any such Home Jefferson Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home TCG Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home TCG or any of its Subsidiaries is a party to or bound by (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeMB, HomeTCG, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home TCG or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home TCG Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home TCG or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and Bank, securities sold under agreements to repurchase, and subordinated debentures issued in connection with the Trust Preferred Securities, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1.0 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home TCG or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars the ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(aa) is referred to herein as a “Home "TCG Contract.”" (b) To Except as set forth in Section 3.14(b) of the TCG Disclosure Schedule, to the knowledge of HomeTCG, (i) each Home TCG Contract is valid and binding on Home TCG or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home TCG and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home TCG Contract, (iii) each third-party counterparty to each Home TCG Contract has performed all material obligations required to be performed by it to date under such Home TCG Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home TCG or any of its Subsidiaries under any such Home TCG Contract. No Home , and (v) no TCG Default will occur under any Home TCG Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.. 3.15

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home ▇▇▇▇▇▇ Valley Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither ▇▇▇▇▇▇ Valley nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval stockholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeSterling, Home▇▇▇▇▇▇ Valley, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home ▇▇▇▇▇▇ Valley or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval stockholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home ▇▇▇▇▇▇ Valley or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home ▇▇▇▇▇▇ Valley or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 250,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home ▇▇▇▇▇▇ Valley or any of its Subsidiaries on sixty (60) 60 days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the ▇▇▇▇▇▇ Valley Disclosure Schedule, is referred to herein as a “Home ▇▇▇▇▇▇ Valley Contract,” and neither ▇▇▇▇▇▇ Valley nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ▇▇▇▇▇▇ Valley.” (b) To the knowledge of Home, (i) each Home Each ▇▇▇▇▇▇ Valley Contract is valid and binding on Home ▇▇▇▇▇▇ Valley or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley. ▇▇▇▇▇▇ Valley and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home ▇▇▇▇▇▇ Valley Contract, (iii) except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley. To ▇▇▇▇▇▇ Valley’s knowledge each third-party counterparty to each Home ▇▇▇▇▇▇ Valley Contract has in all material respects performed all material obligations required to be performed by it to date under such Home ▇▇▇▇▇▇ Valley Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home ▇▇▇▇▇▇ Valley or any of its Subsidiaries under any such Home ▇▇▇▇▇▇ Valley Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley.

Certain Contracts. (a) Set forth in Section 3.14(a) To the knowledge of the Home Company, ‎Section 3.20 of the Company Disclosure Schedule is Letter contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written other than those (i) set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement or oral(ii) in effect between the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand) to which the Company or any Subsidiary of the Company is a party or by which any of them or their assets is bound as of the date hereof of this Agreement: (i) any non-competition agreement that purports to which Home limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, (ii) any contract or agreement, other than agreements among the Company and/or its wholly owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $2 million or more, (iii) any employment agreement between the Company or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, the Company’s officers or and key employees, on the other hand, (iiiv) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, the Surviving Company, Company or any of their respective its Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiiv) any agreement the benefits of which is a will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any unit option plan, unit appreciation rights plan, restricted unit plan or unit purchase plan) or (vi) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, SEC other than the condition contracts described in Items 601(b)(10)(iii)(A) and (B) of notice, (v) with or to a labor union or guild (including any collective bargaining agreementRegulation S-K), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ‎Section 3.20(a), whether or not included as an exhibit to any Company Report or included in ‎Section 3.20 of the Company Disclosure Letter, is referred to herein as a “Home Company Material Contract.” (b,” and for purposes of ‎Section 5.1 and the bringdown of ‎Section 3.20(b) To the knowledge of Homepursuant to ‎Section 6.3, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home “Company Material Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under ” shall include any such Home Contract. No Home Default will occur under any Home Contract by virtue contract, arrangement, commitment or understanding that is entered into after the date of this Agreement and is known to the consummation of any of the transactions contemplated by this AgreementCompany.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or any of its Subsidiaries Company nor the Company Bank is a party to or bound by any contract (whether written or oral) (i) with respect to the payment service of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascade, HomeParent, the Surviving Company, or any of their respective Subsidiaries to any officer, director, officeremployee, employee agent or service provider thereofconsultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (iv) which contains is a non-compete or client or customer non-solicit requirement or consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any other provision that one such agreement, (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger Company or the Bank Merger will Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of the Surviving Company or any of its affiliates the Company Bank to engage compete in any line of business and such requirement is not terminable or with any person or entity or in any geographic area (other than as may be required by Home Law or its Subsidiaries on sixty by any Governmental Entity) or which grants any right of first refusal, right of first offer or similar right; (60vii) days any contract for, with respect to, or less notice without any required payment that contemplates, a possible merger, consolidation, reorganization, recapitalization or other conditionsbusiness combination, or asset sale or sale of equity securities with respect to the Company or the Company Bank, other than this Agreement; (viii) any contract relating to the condition borrowing of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of money by the benefits thereunder will be increased, Company or the vesting of Company Bank or the benefits will be accelerated, guarantee by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement Company or the consummation Company Bank of any such obligation of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries a third party (other than deposit liabilities, trade payables, federal funds purchased, advances liabilities and loans from the Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of Seattle and securities sold under agreements to repurchase, in each case incurred credit made in the ordinary course of business consistent with past practice) ), including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viiiix) any contract that grants involves expenditures or receipts of the Company or the Company Bank in excess of $50,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any right of first refusal, right of first offer or similar right contract (other than a Plan) with respect to the employment or compensation of any assets, rights officers or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or directors; (xi) that provides for contractual indemnification any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the formation, creation or operation, management or control of more than ten thousand dollars any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of dividends and ($10,000xiii) to any director, officer, employee or service providerRegulatory Agreement (as defined in Section 4.14). Each contract, arrangement, commitment or understanding contract of the type described in this Section 3.14(a4.13(a), whether or not set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Home Company Contract.”” The Company has previously made available to Parent true and correct copies of each contract of the type described in this Section 4.13(a). (b) To Except as set forth in Section 4.13(b) of the knowledge of HomeCompany Disclosure Schedule, (i) each Home Company Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries the Company and the Company Bank has performed in all material respects all obligations required to be performed by it to date under each Home Company Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries the Company Bank under any such Home Company Contract. No Home Default will occur under , and (iv) no other party to any Home Company Contract by virtue is, to the knowledge of the consummation of Company, in material violation or default in any of the transactions contemplated by this Agreementrespect thereunder.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Stellar Disclosure Schedule is a trueor as filed with any Stellar Report filed prior to the date hereof, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Stellar nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Stellar Benefit Plan): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Stellar or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to (x) engage in any line of business and such requirement is not terminable or in any geographic region or (y) solicit any customer, client or employee of any person in any jurisdiction (other than, in the case of this clause (y), contracts with vendors or restrictions on soliciting employees arising under confidentiality or non-disclosure entered into by Home Stellar or any of its Subsidiaries on sixty in the ordinary course of business); (60iii) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to which is a labor union or guild (including any collective bargaining agreement), agreement or similar agreement with any labor organization; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement the Requisite Stellar Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, except in case above where the amount does not exceed $1,000,000 individually; (viiv) (A) that relates to the incurrence of indebtedness by Home Stellar or any of its Subsidiaries Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements, or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case case, incurred in the ordinary course of business consistent with past practice), or (B) including that provides for the guarantee, support, indemnification, assumption or endorsement by Stellar or any sale of its Subsidiaries of, or any similar commitment by Stellar or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and leaseback transactions(B), capitalized leases and other in the principal amount of $2,500,000 or more; (vi) that is any alliance, cooperation, joint venture, shareholders’, partnership or similar financing transactions, agreement involving a sharing of profits or losses relating to Stellar or any of its Subsidiaries; (viiivii) that grants or contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Stellar or any of its Subsidiaries or (D) right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Stellar or its Subsidiaries, taken as a whole; (ixviii) that involves the which creates or is reasonably expected to create future payment by Home or any obligations in excess of its Subsidiaries of more than fifty thousand dollars ($50,000) 750,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Stellar or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by Stellar or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business consistent with past practice; (ix) that is a settlement, consent or similar agreement and contains any material continuing obligations of Stellar or any of its Subsidiaries; (x) that obligates Home relates to the acquisition or disposition of any person, business or asset and under which Stellar or its Subsidiaries have or may have a material obligation or liability (including with respect to any “earn-out,” contingent purchase price or similar contingent payment obligation, or any material indemnification liability after the date hereof); (xi) that is any lease or other similar contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2025, as applicable, were in excess of $500,000; (xii) that is any contract or agreement that (A) grants Stellar or one of its Subsidiaries any right to use any Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software) and that provides for payments in excess of $750,000 per annum, (B) permits any third person (including pursuant to any license agreement, coexistence agreements and covenants not to use) to use, enforce or register any Intellectual Property that is owned by Stellar or any of its Subsidiaries and that is material to conduct business with their business, taken as a third party on an exclusive whole or preferential basis (other than C) restricts the right of Stellar or one of its Subsidiaries to use or register any such contracts which are terminable material Intellectual Property that is owned or purported to be owned by Home Stellar or any of its Subsidiaries on sixty Subsidiaries; or (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xixiii) that provides for contractual indemnification relates to the pledge of more than ten thousand dollars ($10,000) to or Lien on any director, officer, employee assets of Stellar or service providerits Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Stellar Disclosure Schedule, is referred to herein as a “Home Stellar Contract,” and neither Stellar nor any of its Subsidiaries knows of, or has received written, or to the knowledge of Stellar, oral notice of, any violation of any Stellar Contract by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to Stellar and its Subsidiaries, taken as a whole. Stellar has made available to Prosperity true, correct and complete copies of each Stellar Contract in effect as of the date hereof.” (b) To In each case, except as would not reasonably be likely to have, either individually or in the knowledge of Homeaggregate, (i) a Material Adverse Effect on Stellar: each Home Stellar Contract is valid and binding on Home Stellar or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Stellar and each of its Subsidiaries has performed all material obligations required to be performed by it prior to the date hereof under each Home Stellar Contract, (iii) to the knowledge of Stellar each third-party counterparty to each Home Stellar Contract has performed all material obligations required to be performed by it to date under such Home Stellar Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Stellar or any of its Subsidiaries or, to the knowledge of Stellar, any counterparty thereto, under any such Home Stellar Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as As of the date hereof to which Home or hereof, neither NewBridge nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, independent contractors or employeesconsultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeYadkin, HomeNewBridge, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home NewBridge or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home NewBridge or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home NewBridge or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 100,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home NewBridge or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the NewBridge Disclosure Schedule, is referred to herein as a “Home NewBridge Contract,” and neither NewBridge nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NewBridge.” (b) To the knowledge of Home, (i) each Home Each NewBridge Contract is valid and binding on Home NewBridge or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge. NewBridge and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home NewBridge Contract, (iii) except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge. To NewBridge’s knowledge each third-party counterparty to each Home NewBridge Contract has in all material respects performed all material obligations required to be performed by it to date under such Home NewBridge Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home NewBridge or any of its Subsidiaries under any such Home NewBridge Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.13(a) of the Home ▇▇▇▇▇▇▇ Disclosure Schedule is a trueor as filed with or incorporated into any ▇▇▇▇▇▇▇ Report filed prior to the date hereof, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither ▇▇▇▇▇▇▇ nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any ▇▇▇▇▇▇▇ Benefit Plan): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of on any line of business by Home ▇▇▇▇▇▇▇ or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without in any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement), agreement or similar agreement with any labor organization; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement the Requisite ▇▇▇▇▇▇▇ Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇▇; (viiv) (A) that relates to the incurrence of indebtedness by Home ▇▇▇▇▇▇▇ or any of its Subsidiaries Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactionsbusiness), (viiiB) that provides for the guarantee, support, assumption or endorsement by ▇▇▇▇▇▇▇ or any of its Subsidiaries of, or any similar commitment by ▇▇▇▇▇▇▇ or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of ▇▇▇▇▇▇▇ or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home ▇▇▇▇▇▇▇ or its Subsidiaries, taken as a whole; (ixvii) that involves the which creates future payment by Home or any obligations in excess of its Subsidiaries of more than fifty thousand dollars ($50,000) 5,000,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home ▇▇▇▇▇▇▇ or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by ▇▇▇▇▇▇▇ or its Subsidiaries, or derivatives issued or entered into in the condition ordinary course of notice), business; (xviii) that obligates Home is a settlement, consent or similar agreement and contains any material continuing obligations of ▇▇▇▇▇▇▇ or any of its Subsidiaries Subsidiaries; or (ix) that relates to conduct the acquisition or disposition of any person, business with a third party on an exclusive or preferential basis (other than any such contracts asset and under which are terminable by Home ▇▇▇▇▇▇▇ or any of its Subsidiaries on sixty (60) days have or less notice without any required payment may have a material obligation or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerliability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.13(a) (excluding any ▇▇▇▇▇▇▇ Benefit Plan), whether or not set forth in the ▇▇▇▇▇▇▇ Disclosure Schedule, is referred to herein as a “Home ▇▇▇▇▇▇▇ Contract”. ▇▇▇▇▇▇▇ has made available to Sterling true, correct and complete copies of each ▇▇▇▇▇▇▇ Contract in effect as of the date hereof.” (b) To In each case, except as, either individually or in the knowledge of Homeaggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇▇, (i) each Home ▇▇▇▇▇▇▇ Contract is valid and binding on Home ▇▇▇▇▇▇▇ or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home ▇▇▇▇▇▇▇ and each of its Subsidiaries has in all material respects complied with and performed all material obligations required to be performed by it to date under each Home ▇▇▇▇▇▇▇ Contract, (iii) to the knowledge of ▇▇▇▇▇▇▇, each third-party counterparty to each Home ▇▇▇▇▇▇▇ Contract has in all material respects complied with and performed all material obligations required to be performed by it to date under such Home ▇▇▇▇▇▇▇ Contract, and (iv) ▇▇▇▇▇▇▇ does not have knowledge of, and has not received notice of, any violation of any ▇▇▇▇▇▇▇ Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Home ▇▇▇▇▇▇▇ or any of its Subsidiaries Subsidiaries, or to the knowledge of ▇▇▇▇▇▇▇, any other party thereto, of or under any such Home Contract. No Home Default will occur under ▇▇▇▇▇▇▇ Contract and (vi) no third-party counterparty to any Home ▇▇▇▇▇▇▇ Contract by virtue has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any ▇▇▇▇▇▇▇ Contract as a result of the consummation of any of Pandemic or the transactions contemplated by this AgreementPandemic Measures.

Certain Contracts. (a) Set forth Except for any Contracts described in clauses (i), (iii), (iv), (v), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi), (xix) and (xx) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 3.14(a5.12(a) of the Home iPCS Disclosure Schedule contains a complete and accurate list of each of the following Contracts: (i) Contracts of iPCS or any of its Subsidiaries relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business) (such Contracts being referred to herein as the "iPCS Debt Agreements"); (ii) Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the equity of iPCS or any of its Subsidiaries; (iii) any letters of credit or similar arrangements relating to iPCS or any of its Subsidiaries; (iv) any Contracts with any employee of iPCS or any of its Subsidiaries and any consulting agreements with another Person; (v) any management, consulting or advisory Contracts or severance plans or arrangements for any present employee or former employee of iPCS or any of its Subsidiaries that are currently in effect; (vi) any non-disclosure Contracts and non-compete Contracts binding present employees of iPCS or any of its Subsidiaries; (vii) any Contract under which iPCS or any of its Subsidiaries is a truelessee of or holds or operates any property, correct and complete list real or personal; (viii) any Contract under which iPCS or any of all contractsits Subsidiaries is lessor of or permits any third party to hold or operate any property, arrangements, commitments real or understandings personal; (whether written ix) any Contract relating to the acquisition or oral) in effect as divestiture of the date hereof capital stock or other equity securities, assets or business of any Person involving iPCS or any of its Subsidiaries and pursuant to which Home iPCS or any of its Subsidiaries has any material liability, contingent or otherwise; (x) any Contract, other than Contracts entered into in the ordinary course of iPCS' or any of its Subsidiaries' business consistent with past practice, which prevents iPCS or any of its Subsidiaries from disclosing confidential information; (xi) any Contract which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person; (xii) any sales distribution Contracts, franchise Contracts and advertising Contracts relating to iPCS or any of its Subsidiaries; (xiii) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by iPCS or any of its Subsidiaries; (xiv) any Contract pursuant to which iPCS or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person; (xv) any Contract pursuant to which iPCS or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvi) any Contract pursuant to which iPCS has agreed to shift or allocate the liability of iPCS, any of its Subsidiaries or any other Person for Taxes; (xvii) any Contract pursuant to which iPCS may be required to file a registration statement under the Securities Act with respect to any securities issued by iPCS; (xviii) any Contract with respect to a joint venture or partnership; (xix) any resale Contract or mobile virtual network operator Contract; (xx) any vendor Contracts; (xxi) any construction Contracts or construction management Contracts; (xxii) any powers of attorney granted by or on behalf of iPCS or any of its Subsidiaries other than in the ordinary course of business; and (xxiii) any other Contract to which iPCS or any of its Subsidiaries is a party to or bound by (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home iPCS or any of its Subsidiaries is bound and which is material to iPCS and its Subsidiaries taken as a whole. (other than deposit liabilitiesb) With respect to each iPCS Contract (as defined below), trade payablesexcept as set forth in Section 5.12(b) of the iPCS Disclosure Schedule and except as it has not had and would not reasonably be expected to have, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred individually or in the ordinary course aggregate, a Material Adverse Effect on iPCS: (i) the iPCS Contract is in full force and effect and enforceable in accordance with its terms (except as enforcement may be limited by general principles of business consistent with past practiceequity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and is valid and binding on iPCS (or, to the extent a Subsidiary of iPCS is a party, such Subsidiary) including and, to the knowledge of iPCS, any sale and leaseback transactionsother party thereto; (ii) neither iPCS nor any of its Subsidiaries is in breach or default thereof, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home nor has iPCS or any of its Subsidiaries received notice that it is in breach of more than fifty thousand dollars or default thereof; ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000iii) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of HomeiPCS, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes orhas occurred which, after notice with notice, or lapse of time or both, will constitute, would constitute a material breach or default on the part of Home thereof by iPCS or any of its Subsidiaries under or by any other party thereto; (iv) to the knowledge of iPCS, no event has occurred that would permit termination, modification, or acceleration thereof by any other party thereto; and (v) neither iPCS nor any of its Subsidiaries nor to the knowledge of iPCS, any other party thereto has repudiated such Home iPCS Contract. No Home Default will occur under Neither iPCS nor any Home of its Subsidiaries is a party to any verbal Contract by virtue which, if reduced to written form, would be required to be listed on Section 5.12(a) of the consummation iPCS Disclosure Schedule under the terms of this Section 5.12. (c) Neither iPCS nor any of its Subsidiaries has been in material breach of or default under, or has received a waiver of any material breach of or default under, any iPCS Debt Agreement. (d) Each Contract of any type or form described in Section 5.12(a), whether or not set forth in Section 5.12(a) of the transactions contemplated by this iPCS Disclosure Schedule, is, together with each iPCS Sprint Agreement, referred to herein as a "iPCS Contract."

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.15(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, plan, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeBuyer, Homethe Company, the Bank, the Surviving CompanyCorporation, the Surviving Bank, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company Reports, (iv) which contains a non-compete or client or customer non-solicit requirement is an agreement, not otherwise described by clauses (i) through (iii) hereof, involving the payment by the Company or any other provision that of its Subsidiaries of more than $100,000 per annum, (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home Subsidiaries, or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to under which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries Agreement (other than deposit liabilitiesthose plans, trade payables, federal funds purchased, advances and loans from agreements or arrangements set forth in Section 3.11(a) of the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeCompany Disclosure Schedule), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, plan, commitment or understanding of the type described in this Section 3.14(a3.15(a), whether or not set forth in Section 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “Home "Company Contract"). The Company has made available to Buyer true, complete and correct copies of each Company Contract and any amendments or modifications thereof.” (b) To Except as set forth in Section 3.15(b) of the knowledge of HomeCompany Disclosure Schedule, (i) each Home Company Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has have performed all material obligations required to be performed by it to date under each Home Company Contract, except where such noncompliance, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home , except where such default, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company and (iv) no other party to such Company Contract by virtue is, to the best knowledge of the consummation of Company, in default in any of respect thereunder, except where such default, individually or in the transactions contemplated by this Agreementaggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Partners Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Partners nor any of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, or employees, employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by Partners or a Subsidiary without the payment of severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeLINK, HomePartners, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Partners or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home Partners or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Partners or its Subsidiaries, ; (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 75,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Partners or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), ; (x) that obligates Home includes an indemnification obligation of Partners or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or preferential basis (other than any such contracts which are terminable receipts by Home or to Partners or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by Partners or any required payment or other conditions, other than the condition Subsidiary of notice) or (xi) that provides for contractual indemnification Partners of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.13(a) whether or not set forth in Partners Disclosure Schedule, is referred to herein as a “Home Partners Contract”, and neither Partners nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Partners Contract by any of the parties thereto.” (b) To the knowledge Partners has made available to LINK a true, correct and complete copy of Homeeach written Partners Contract and each written amendment to any Partners Contract. Section 3.13(b) of Partners Disclosure Schedule sets forth a true, correct and complete description of any oral Partners Contract and any oral amendment to any Partners Contract. (ic) each Home Each Partners Contract is valid and binding on Home Partners or one of its Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. Each Partners Contract is enforceable against Partners or the applicable Subsidiary and, to the knowledge of Partners, the counterparty thereto (ii) Home except as may be limited by the Enforceability Exceptions). Partners and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Partners Contract. To the knowledge of Partners, (iii) each third-party counterparty to each Home Partners Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Partners Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Partners or any of its Subsidiaries under any such Home Partners Contract. No Home Default will occur under Neither Partners nor any Home Contract by virtue Subsidiary of the consummation Partners has received or delivered any notice of cancellation or termination of any of the transactions contemplated by this AgreementPartners Contract.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.16(a) of the Home FFY Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither FFY nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFirst Place, HomeFFY, the Surviving CompanyCorporation, the Surviving Institution or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in FFY Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or client less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $100,000 per annum, in the case of any other provision that such agreement, (v) which materially restricts the conduct of any line of business by Home FFY or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeSubsidiaries, (vvi) with or to a labor union or guild (including any collective bargaining agreement), ) or (vivii) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.16(a), whether or not set forth in Section 3.16(a) of the FFY Disclosure Schedule, is referred to herein as a “Home "FFY Contract.” (b) To the knowledge " FFY has previously delivered to First Place true and correct copies of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home FFY Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither FNB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employeesemployees other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution consummation or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFNB, HomeLSB, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any directorofficer or employee thereof which, officerindividually or in the aggregate, employee or service provider thereofwill have a Material Adverse Effect on FNB, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the FNB Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any of its affiliates FNB or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, any shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement which, (vii) that relates to the incurrence of indebtedness by Home individually or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course aggregate, will have a Material Adverse Effect on FNB. FNB has previously made available to LSB true and correct copies of business consistent with past practice) including any sale all employment and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts deferred compensation agreements which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries in writing and to conduct business with which FNB is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the FNB Disclosure Schedule, is referred to herein as a “Home FNB Contract”, and neither FNB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on FNB.” (b) To the knowledge of Home, (i) each Home Each FNB Contract is valid and binding on Home FNB or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) Home FNB and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home FNB Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under except where such Home Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on FNB, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home FNB or any of its Subsidiaries under any such Home FNB Contract. No Home Default , except where such default, either individually or in the aggregate, will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementnot have a Material Adverse Effect on FNB.

Certain Contracts. (a) Set forth in Company Disclosure Schedule Section 3.14(a3.13(a) lists, as of the Home Disclosure Schedule is a truedate hereof, correct and complete list of all contractscontract, arrangementsarrangement, commitments commitment or understandings understanding (whether written or oral) in effect as of the date hereof to which Home ), other than any Company Benefit Plan, entered into by Company or any of its Subsidiaries is a party to or bound by which Company or its Subsidiaries may be bound: (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Company or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Entity or any of its affiliates Subsidiaries to engage in any line of business that is material to Company and such requirement is not terminable by Home or its Subsidiaries on sixty Subsidiaries, taken as a whole; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viii) with or to a labor union or guild (including any collective bargaining agreement); (iv) which includes any bonus, stock options, restricted stock, stock appreciation right or other employee benefit agreement or arrangement; (v) which, upon the consummation of the transactions contemplated by this Agreement (with alone or upon the occurrence of any additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from Company, the Surviving Entity or any of their respective Subsidiary to any officer, employee or director; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, ; or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Company or its Subsidiaries, taken as a whole. Section 3.13(a) of the Company Disclosure Schedule also lists Company contracts: (ixi) that involves related to the payment borrowing by Home Company or any of its Subsidiaries of more money other than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) those entered into in the aggregate Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (ii) relating to the lease of personal property having a value in excess of $50,000 in the aggregate; (iii) relating to any joint venture, partnership, limited liability company agreement or other than any such contracts similar agreement or arrangement; (iv) which are relates to capital expenditures and involves future payments in excess of $100,000 in the aggregate; or (v) which is not terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required and involves the payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider100,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in Company Disclosure Schedule, is referred to herein as a “Home Company Contract,” and neither Company nor its Subsidiaries knows of, or has received written, or to Company’s knowledge, oral notice of, any violation of the above by any of the other parties thereto which would reasonably be likely to have a Material Adverse Effect on Company. Company has made available to Purchaser complete and correct copies of all Company Contracts identified on Company Disclosure Schedule 3.13(a).” (b) To In each case, except as would not reasonably be likely to have, either individually or in the knowledge of Homeaggregate, a Material Adverse Effect on Company: (i) each Home Company Contract is valid and binding on Home Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Company and each of its Subsidiaries has have performed all material obligations required to be performed by it prior to the date hereof under each Home Company Contract, (iii) to Company’s knowledge, each third-party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Contract, Company Contract and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract . (c) Company Disclosure Schedule 3.13(c) sets forth a true and complete list of all Company Contracts pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to the performance by virtue Company of this Agreement and the consummation of any of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment or retention of feesany director, compensation officer, employee or benefits to any directors, officers or employees, consultant; (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascadethe Buyer, Homethe Company, the Bank, the Surviving Company, Corporation or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereof, ; (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ) to be performed in whole or in part after the date of this Agreement; (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or client less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $50,000 per annum, in the case of any other provision that such agreement; (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), Subsidiaries; (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that which relates to indebtedness owed by the incurrence of indebtedness by Home Company or any of its Subsidiaries Subsidiaries, or the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case payables incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ); (viii) that grants involving intellectual property or relating to the provision of data processing, network communication or other technical services to or by the Company or any right of first refusalits Subsidiaries, right other than agreements entered into in the ordinary course of first offer or similar right business; (ix) with respect to any assetsmortgage, rights pledge, indenture or security agreement or similar arrangement constituting an Encumbrance upon the assets or properties of Home or its Subsidiaries, (ix) that involves the payment by Home Company or any of its Subsidiaries Subsidiaries; (x) for the sale or purchase of more than fifty thousand dollars (personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions10,000, other than in the condition ordinary course of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes business; or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Except as expressly permitted by Section 3.14(a) of 4.1(a), neither the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (i) with respect to the payment employment of fees, compensation or benefits to any directors, executive officers or key employees, or with any consultants involving the payment of $50,000 or more per annum, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) that has not been filed as an exhibit to or incorporated by reference in the Company SEC Reports, (iviii) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict materially limits the ability of the Surviving Company or any Company Subsidiary to compete in any line of business, in any geographic area or with any person, or which requires referrals of any business or requires the Company or any of its affiliates to engage in make available investment opportunities to any line of business and such requirement is not terminable by Home person on a priority, equal or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeexclusive basis, (viv) with or to a labor union or guild (including any collective bargaining agreement), (viv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) which would reasonably be expected to prohibit or delay the consummation of any of the transactions contemplated by this Agreement, (vii) that relates to for the incurrence distribution or resale of indebtedness by Home the products of the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactionsCompany Subsidiary, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assetsindebtedness for borrowed money, rights or properties including letters of Home or its Subsidiariescredit, guaranties, indentures, swaps and similar agreements, in excess of $100,000, and (ix) that involves with respect to capital expenditures or commitments, except as set forth on Section 4.1(a)(v) of the payment by Home or any Company Disclosure Letter. The Company has previously made available to Parent complete and accurate copies of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerall Company Contracts. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.1(o), whether or not set forth on Section 3.1(o) of the Company Disclosure Letter, is referred to herein as a “Home Company Contract.” (b) To ,” and neither the knowledge of HomeCompany nor any Company Subsidiary knows of, (i) each Home Contract is valid and binding on Home or one of its Subsidiarieshas received written notice of, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue violation of the consummation of above by any of the transactions contemplated by this Agreementother parties thereto. All contracts, agreements, arrangements or understandings of any kind between any affiliate of the Company (other than any wholly owned Company Subsidiary), on the one hand, and the Company or any Subsidiary of Company, on the other hand, are on terms no less favorable to the Company or to such Company Subsidiary than would be obtained with an unaffiliated third party on an arm’s-length basis.

Certain Contracts. (a) Set forth in Section 3.14(aExcept as listed on Schedule 4.13(a) of the Home ---------------- Allegiant Disclosure Schedule Schedules or as an exhibit to the Allegiant SEC Documents, as of the date of this Agreement, neither Allegiant nor any of the Allegiant Subsidiaries is a trueparty to or is bound by any: (i) contract, correct and complete list of all contractsarrangement, arrangements, commitments commitment or understandings understanding (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by (i) with respect to the payment employment or compensation of fees, compensation or benefits to any directors, officers or officers, employees, agents or consultants or with any labor union; (ii) whichmaterial franchise or license agreement, upon excluding those such agreements entered into in the execution or delivery ordinary course of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, business; (iii) material agreement, arrangement or commitment (A) not made in the ordinary course of business and (B) pursuant to which Allegiant or any Allegiant Subsidiary is a “material contract” or will become obligated to invest in or contribute to any Allegiant Subsidiary other than pursuant to the Allegiant Plans (as such that term is defined in Item 601(b)(10Section ------- 4.11 hereof) or agreements relating to joint ventures or partnerships ---- set forth in Schedule 4.1(b) of Regulation S-K the Allegiant Disclosure Schedules --------------- true and complete copies of the SEC)which, if any, have been furnished to Allegiant; (iv) which contains a non-compete any material contract, arrangement, commitment or client understanding (whether written or customer non-solicit requirement oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticestock purchase plan, (vA) with or to a labor union or guild not made in the ordinary course of business, and (including any collective bargaining agreement), (vi) (including any Home Benefit PlanB) pursuant to which any of the benefits thereunder of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (v) contract containing covenants which limit the ability of Allegiant or any of the Allegiant Subsidiaries to compete in any line of business or with any person or which involves any restrictions on the geographical area in which, or method by which, Allegiant or any of the Allegiant Subsidiaries may carry on their respective businesses (other than as may be required by law or any applicable Governmental Entity); (vi) contract or agreement which is a "material contract" within the meaning of item 601(b)(10) of Regulations S-K as promulgated by the SEC to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Allegiant SEC Documents; (vii) that relates lease with annual rental payments aggregating $100,000 or more; (viii) loans or other obligations payable or owing to the incurrence of indebtedness by Home any officer, director or any of its Subsidiaries employee except (A) salaries, wages and directors' fees or other than deposit liabilities, trade payables, federal funds purchased, advances compensation incurred and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred accrued in the ordinary course of business consistent and (B) obligations due in respect of any depository accounts maintained by any of the foregoing with past practice) including Allegiant or any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right the Allegiant Subsidiaries in the ordinary course of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, business; or (ix) that involves the payment other agreement, contract, arrangement, understanding or commitment involving an obligation by Home Allegiant or any of its the Allegiant Subsidiaries of more than fifty thousand dollars ($50,000) per annum 100,000 and extending beyond six months from the date hereof that cannot be canceled without cost or two hundred thousand dollars ($200,000) in the aggregate (penalty upon notice of 30 days or less, other than any such contracts which are terminable entered into in respect of deposits, loan agreements and commitments, notes security agreements, repurchase and reverse repurchase agreements, bankers' acceptances, outstanding letters of credit, participation agreements and other documents relating to transactions entered into by Home Allegiant or any of its the Allegiant Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than in the condition ordinary course of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contractbusiness.” (b) To the knowledge of HomeAllegiant, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required the agreements, contracts, leases, insurance policies and other documents referred to in Schedule 4.13(a) of the Allegiant Disclosure Schedules is a valid, ---------------- binding and enforceable obligation of the parties sought to be performed by it to date under each Home Contractbound thereby, except as the enforceability thereof against the parties thereto (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home other than Allegiant or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract the Allegiant Subsidiaries) may be limited by virtue bankruptcy, insolvency, reorganization, moratorium, and other laws now or hereafter in effect relating to the enforcement of creditors' rights generally, and except that equitable principles may limit the consummation of any of the transactions contemplated by this Agreementright to obtain specific performance or other equitable remedies.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadePurchaser, HomeCompany, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which restricts Company’s ability to compete or contains a non-compete or client or customer non-solicit requirement or any other provision provision, in each case, that materially restricts the conduct of any line of business by Home Company or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) of the Company Disclosure Schedule) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Company or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 50,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Company or any of its Subsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract,” and neither Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would ▇▇▇-▇▇▇▇-▇▇▇▇/10/AMERICAS reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Company.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home . Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) . To Company’s knowledge each third-party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under third-party counterparty to any Home Company Contract by virtue has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Company Contract as a result of the consummation of any of Pandemic or the transactions contemplated by this AgreementPandemic Measures.

Certain Contracts. (a) Set Except as set forth in on Section 3.14(a) 3.9 of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascadethe Company, HomeParent, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iiiii) which that is a “material contract” "Material Contract" (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (iii) that purports to limit in any respect the manner in which, or the localities in which, the business of the Company and its Subsidiaries is conducted (including, for purposes of this Section 3.9, assuming the consummation of the Merger), or (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously made available to Parent true and correct copies of all employment, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilitiesseverance, trade payables, federal funds purchased, advances deferred compensation and loans from the Federal Home Loan Bank of Seattle and securities sold under similar agreements to repurchase, in each case incurred in which the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with Company is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.9 (a) is referred to herein as a “Home "Company Contract," and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home the Company or one any of its Subsidiaries, as applicable, and in full force and effecteffect (assuming each such Company Contract is valid and binding on the other party or parties), (ii) Home the Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) each third-party counterparty except where such noncompliance, individually or in the aggregate, would not reasonably be expected to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contracthave a Material Adverse Effect on the Company, and (iviii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, individually or in the consummation of any of aggregate, would not reasonably be expected to have a Material Adverse Effect on the transactions contemplated by this AgreementCompany.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Disclosure Schedule is a true4.13(a), correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Independent nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement, (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts limits the conduct freedom of any line of business by Home Independent or any of its affiliates Subsidiaries to compete in any line of business, in any geographic area or upon consummation with any person or which requires exclusive referrals of the Merger business or the Bank Merger will restrict the ability of the Surviving Company requires Independent or any of its affiliates Subsidiaries to engage in make available investment opportunities of a nature or magnitude to any line of business and such requirement is not terminable by Home person on a priority or its Subsidiaries on sixty exclusive basis, or (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viii) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.13(a), whether or not set forth in Disclosure Schedule 4.13(a), is referred to herein as an “Independent Contract,” and neither Independent nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto. Independent has made available all contracts which involved payments by Independent or any of its Subsidiaries in fiscal year 2002 of more than $50,000 or which could be expected to involve payments during fiscal year 2003 of more than $50,000, other than any such contract that is terminable at will on 60 days’ or less notice without payment of a “Home Contractpenalty in excess of $5,000 and other than any contract entered into on or after the date hereof that is permitted under the provisions of Section 6.02.” (b) To the knowledge of HomeExcept as set forth in Disclosure Schedule 4.13(b), (i) each Home Independent Contract is valid and binding on Home or one of its Subsidiaries, as applicable, Independent and in full force and effecteffect and, to the best knowledge of Independent, is valid and binding on the other parties thereto, (ii) Home Independent and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Independent Contract, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, would constitute a material default on the part of Home Independent or any of its Subsidiaries under any such Home Independent Contract. No Home Default will occur under any Home Contract by virtue of , except, in each case, where such invalidity, failure to be binding, failure to so perform or default, individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not have or be expected to have a Material Adverse Effect on Independent Contract.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home FUSA Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither FUSA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) as of the date hereof, with respect to the payment employment of fees, compensation or benefits to any directors, officers executive officers, key employees or employeesmaterial consultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeBanc One, HomeFUSA, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) as of the date hereof, which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) that has not been filed or incorporated by reference in the FUSA Reports, (iv) which contains a any material non-compete provisions with respect to any line of business or client or customer non-solicit requirement geographic area in which business is conducted with respect to FUSA or any other provision that of its Subsidiaries or which restricts the conduct of any line of business by Home FUSA or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company any geographic area in which FUSA or any of its affiliates to engage Subsidiaries may conduct business, in each case in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticematerial respect, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) except as set forth in Section 3.11(d) of the FUSA Disclosure Schedule (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, Agreement or (vii) that relates which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement. FUSA has previously made available to the incurrence Banc One true and correct copies of indebtedness by Home all employment and deferred compensation agreements with executive officers, key employees or material consultants which are in writing and to which FUSA or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a), whether or not set forth in Section 3.14(a) of the FUSA Disclosure Schedule, is referred to herein as an "FUSA Contract", and neither FUSA nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto (except for violations which, individually or in the aggregate, would not have a “Home ContractMaterial Adverse Effect on FUSA).” (b) To the knowledge of Home, (i) each Home Each FUSA Contract is valid and binding on Home FUSA or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) Home FUSA and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home FUSA Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under except where such Home Contractnoncompliance, individually or in the aggregate, would not have a Material Adverse Effect on FUSA, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material breach or default on the part of Home FUSA or any of its Subsidiaries under any such Home FUSA Contract. No Home Default will occur under any Home Contract by virtue of , except where such breaches or defaults, individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not have a Material Adverse Effect on FUSA.

Certain Contracts. (a) Set Except as set forth in Section 3.11(a), Section 3.11(l) or Section 3.14(a) of the Home Anchor Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Anchor nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeWashington Federal, HomeAnchor, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider independent contractor thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home Anchor or any of its Subsidiaries or affiliates or their respective ability to engage, employ, or provide products and services to, any person, or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticedo so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild (including any collective bargaining agreement)guild, (vi) (including any Home Anchor Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Anchor or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home Anchor or its Subsidiaries, (ix) that involves the payment by Home Anchor or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 40,000 per annum or two hundred thousand dollars ($200,000) 100,000 in the aggregate (other than any such contracts which are terminable by Home Anchor or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Home Anchor or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis basis, (other than any such contracts which are terminable by Home xii) that imposes potential recourse obligations on Anchor or any of its Subsidiaries on sixty in connection with sale of loans or loan participations (60) days or less notice without any required payment or other conditions, other than as a result of the condition breach of noticecustomary representations, warranties or covenants), (xiii) for the subservicing of loans, or (xixiv) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Anchor Disclosure Schedule, is referred to herein as a “Home Anchor Contract,” and neither Anchor nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.” (b) To the knowledge of HomeAnchor, (i) each Home Anchor Contract is valid and binding on Home Anchor or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Anchor and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Anchor Contract, (iii) each third-party counterparty to each Home Anchor Contract has performed all material obligations required to be performed by it to date under such Home Anchor Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Anchor or any of its Subsidiaries under any such Home Anchor Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as As of the date hereof to which Home or hereof, neither CFB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client client, employee or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home CFB or any of its affiliates Affiliates or upon consummation of the Merger or the Bank Merger will would reasonably be expected to materially restrict the ability of the Surviving Company Entity or any of its affiliates Affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty in any geographic region; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viii) with or to a labor union or guild (including any collective bargaining agreement); (iv) between any such entity, on the one hand, and (i) any officer or director of any such entity, or (ii) any (x) record or beneficial owner of five percent or more of the voting securities of any such entity, (viy) Affiliate or family member of any such officer, director or record or beneficial owner or (including z) any Home Benefit Planother Affiliate of any such entity, on the other hand; (v) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement the Requisite CFB Votes or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vi) that provides for indemnification by CFB or its Subsidiaries of any person, except for non-material contracts entered into in the ordinary course of business consistent with past practice; (vii) (A) that relates to the incurrence of indebtedness by Home CFB or any of its Subsidiaries Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) including that provides for the guarantee, support, indemnification, assumption or endorsement by CFB or any sale of its Subsidiaries of, or any similar commitment by CFB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and leaseback transactions(B), capitalized leases and other similar financing transactions, in the principal amount of $250,000 or more; (viii) entered into by CFB or any of its Subsidiaries in connection with an interest rate, exchange rate or commodities swap, option, future, forward or other derivative or hedging transaction or risk management arrangement, in each case with a notional value in excess of $250,000; (ix) that (A) grants any right of first refusal, right of first offer or similar right with respect to any assets, material assets or rights or properties of Home CFB or its SubsidiariesSubsidiaries or (B) contains any exclusive dealing or “most favored nation” or similar provision granted by CFB or any of its Subsidiaries and which is not terminable at will (subject to the giving of notice, passage of time, or both) by CFB; (ixx) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 250,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home CFB or any of its Subsidiaries on sixty (60) days 60 days’ or less fewer notice without any required payment or other conditions, other than the condition of notice), ; (xxi) that obligates Home is a settlement, consent or similar agreement and contains any material continuing obligations of CFB or any of its Subsidiaries; (xii) that relates to the acquisition or disposition of any person, business or asset and under which CFB or any of its Subsidiaries has or may have a material obligation or liability; (xiii) which limits the payment of dividends by such entities; (xiv) that is a CFB Benefit Plan; or (xv) any other contract or amendment thereto that is material to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home entity or any their respective business or assets and not otherwise entered into in the ordinary course of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerbusiness consistent with past practice. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.15(a), whether or not set forth in the CFB Disclosure Schedule, is referred to herein as a “Home CFB Contract.”” CFB has made available to BYFC true, correct and complete copies of each CFB Contract in effect as of the date hereof. (b) To the knowledge of Home, (i) each Home Each CFB Contract is valid and binding on Home CFB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home CFB and each of its Subsidiaries has have in all material respects complied with and performed all material obligations required to be complied with or performed by it any of them to date under each Home CFB Contract, (iii) to the Knowledge of CFB, each third-party counterparty to each Home CFB Contract has in all material respects complied with and performed all material obligations required to be complied with and performed by it to date under such Home CFB Contract, (iv) neither CFB nor any of its Subsidiaries has knowledge of, or has received written notice of, any violation of any CFB Contract by any of the other parties thereto, and (ivv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Home CFB or any of its Subsidiaries Subsidiaries, or to the Knowledge of CFB, any other party thereto, of or under any such Home CFB Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Premier Commercial Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Premier Commercial nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, Premier Commercial shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeHeritage, HomePremier Commercial, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider independent contractor thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home Premier Commercial or any of its Subsidiaries or affiliates or their respective ability to engage, employ, or provide products and services to, any person, or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticedo so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild (including any collective bargaining agreement)guild, (vi) (including any Home Premier Commercial Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, Premier Commercial shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Premier Commercial or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home Premier Commercial or its Subsidiaries, (ix) that involves the payment by Home Premier Commercial or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 30,000 per annum or two hundred thousand dollars ($200,000) 75,000 in the aggregate (other than any such contracts which are terminable by Home Premier Commercial or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Home Premier Commercial or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis basis, (other than any such contracts which are terminable by Home xii) that imposes potential recourse obligations on Premier Commercial or any of its Subsidiaries on sixty in connection with sale of loans or loan participations (60) days or less notice without any required payment or other conditions, other than as a result of the condition breach of noticecustomary representations, warranties or covenants), (xiii) for the subservicing of loans, or (xixiv) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Premier Commercial Disclosure Schedule, is referred to herein as a “Home "Premier Commercial Contract," and neither Premier Commercial nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.” (b) To the knowledge of HomePremier Commercial, (i) each Home Premier Commercial Contract is valid and binding on Home Premier Commercial or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Premier Commercial and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Premier Commercial Contract, (iii) each third-party counterparty to each Home Premier Commercial Contract has performed all material obligations required to be performed by it to date under such Home Premier Commercial Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Premier Commercial or any of its Subsidiaries under any such Home Premier Commercial Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all Except for contracts, arrangements, commitments or understandings (whether written related to deposits, loans or oralother extensions of credit, and except as disclosed in Section 4.14(a) in effect as of the date hereof to which Home or Target Disclosure Schedule, neither Target nor any of its the Target Subsidiaries is a party to or bound by any legally binding written contract, arrangement, commitment or understanding (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employeesemployees other than, in the case of employees that are not officers, in the ordinary course of business consistent with past practice, (ii) which, upon the execution consummation or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeTarget, HomeAcquiror, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any of its affiliates Target or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a banking corporation may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) that would solely as a result of consummation of the Merger require the payment by Target or the Surviving Corporation of amounts in excess of $50,000 individually or $250,000 in the aggregate, or (vii) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder under which will be increased, or the vesting of the benefits under which will be accelerated, by the occurrence of the execution and delivery of this Agreement, any shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the Target Disclosure Schedule, is referred to herein as a “Home Target Material Contract”, and neither Target nor any of the Target Subsidiaries has knowledge of, or has received notice of, default or any violation of the above by any of the other parties thereto which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target. Target has delivered or made available to Parent a complete and accurate copy of each written Target Material Contract and all amendments or modifications to each Target Material Contract.” (b) To the knowledge of Home, (i) each Home Each Target Material Contract is valid and binding on Home Target or one any of its the Target Subsidiaries, as applicable, and in full force and effect, (ii) Home Target and each of its the Target Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Target Material Contract, and (iviii) no event or condition currently exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Target or any of its the Target Subsidiaries under any such Home Target Material Contract. No Home Default will occur under any Home Contract by virtue of , except where such default would not reasonably be expected, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, to have a Material Adverse Effect on Target.

Certain Contracts. (a) Set forth in Section 3.14(aExcept as listed on Schedule 3.13(a) of the Home ---------------- Equality Disclosure Schedule Schedules or as an exhibit to the Equality SEC Documents, as of the date of this Agreement, neither Equality nor any of the Equality Subsidiaries is a trueparty to or is bound by any: (i) contract, correct and complete list of all contractsarrangement, arrangements, commitments commitment or understandings understanding (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by (i) with respect to the payment employment or compensation of fees, compensation or benefits to any directors, officers or officers, employees, agents or consultants or with any labor union; (ii) whichmaterial franchise or license agreement, upon excluding those such agreements entered into in the execution or delivery ordinary course of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, business; (iii) material agreement, arrangement or commitment (A) not made in the ordinary course of business and (B) pursuant to which Equality or any Equality Subsidiary is a “material contract” or will become obligated to invest in or contribute to any Equality Subsidiary other than pursuant to the Equality Plans (as such that term is defined in Item 601(b)(10Section ------- 3.11 hereof) or agreements relating to joint ventures or partnerships ---- set forth in Schedule 3.1(b) of Regulation S-K the Equality Disclosure Schedules, --------------- true and complete copies of the SEC)which, if any, have been furnished to Allegiant; (iv) which contains a non-compete any material contract, arrangement, commitment or client understanding (whether written or customer non-solicit requirement oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticestock purchase plan, (vA) with or to a labor union or guild not made in the ordinary course of business, and (including any collective bargaining agreement), (vi) (including any Home Benefit PlanB) pursuant to which any of the benefits thereunder of which will be increasedincreased or be required to be paid, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (v) contract containing covenants which limit the ability of Equality or any of the Equality Subsidiaries to compete in any line of business or with any person or which involves any restrictions on the geographical area in which, or method by which, Equality or any of the Equality Subsidiaries may carry on their respective businesses (other than as may be required by law or any applicable Governmental Entity); (vi) contract or agreement which is a "material contract" within the meaning of item 601(b)(10) of Regulations S-B as promulgated by the SEC to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Equality SEC Documents; (vii) that relates lease with annual rental payments aggregating $50,000 or more; (viii) loans or other obligations payable or owing to the incurrence of indebtedness by Home any officer, director or any of its Subsidiaries employee except (A) salaries, wages and directors' fees or other than deposit liabilities, trade payables, federal funds purchased, advances compensation incurred and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred accrued in the ordinary course of business consistent and (B) obligations due in respect of any depository accounts maintained by any of the foregoing with past practice) including Equality or any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right the Equality Subsidiaries in the ordinary course of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, business; or (ix) that involves the payment other agreement, contract, arrangement, understanding or commitment involving an obligation by Home Equality or any of its the Equality Subsidiaries of more than fifty thousand dollars ($50,000) per annum 50,000 and extending beyond six months from the date hereof that cannot be canceled without cost or two hundred thousand dollars ($200,000) in the aggregate (penalty upon notice of 30 days or less, other than any such contracts which are terminable entered into in respect of deposits, loan agreements and commitments, notes security agreements, repurchase and reverse repurchase agreements, bankers' acceptances, outstanding letters of credit, participation agreements and other documents relating to transactions entered into by Home Equality or any of its Equality Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than in the condition ordinary course of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contractbusiness.” (b) To the knowledge of HomeEquality, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required the agreements, contracts, leases, insurance policies and other documents referred to in Schedules 3.13(a) of the Equality Disclosure Schedules is a valid, ----------------- binding and enforceable obligation of the parties sought to be performed by it to date under each Home Contractbound thereby, except as the enforceability thereof against the parties thereto (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home other than Equality or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract the Equality Subsidiaries) may be limited by virtue bankruptcy, insolvency, reorganization, moratorium, and other laws now or hereafter in effect relating to the enforcement of creditors' rights generally, and except that equitable principles may limit the consummation of any of the transactions contemplated by this Agreementright to obtain specific performance or other equitable remedies.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.1(l) of the Home Transferors Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oralA) in effect as of the date hereof to which Home or neither Diamond nor any of its Subsidiaries subsidiaries is a party to or bound by (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ivii) which contains a any non-compete or client or customer non-solicit requirement competition agreement or any other provision that restricts the conduct of any line of business by Home agreement or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates obligation which purports to engage limit in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than material respect the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedmanner in which, or the vesting localities in which, all or any material portion of the benefits will be acceleratedbusiness of Diamond and its subsidiaries (including, by the occurrence of the execution and delivery for purposes of this AgreementSection 3.1(l), shareholder approval of this Agreement NTL and its subsidiaries, assuming the transactions contemplated hereby have taken place), taken as a whole, is or would be conducted, (iii) any agreement or arrangement between Diamond or any Diamond subsidiary, on the one hand, and any Transferor or its Affiliate (as defined in Section 8.3 below), on the other, (iv) any contract or other agreement which would prohibit or materially delay the consummation of any of the transactions contemplated by this Agreement, (v) any partnership, joint venture, European Economic Interest Grouping or the value consortium agreement or any agreement for sharing income, or (vi) any agreement or arrangement which is liable to be terminated by another party or under which rights of any of the benefits will person are liable to arise or be calculated on the basis affected as a result of any change in the control, management or shareholders of the transactions contemplated by this Agreement, Diamond and (viiB) that relates to the incurrence none of indebtedness by Home Diamond or any subsidiary of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect Diamond is subject to any assets, rights or properties of Home or its Subsidiaries, agreements related to indebtedness for borrowed money (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars "Debt Agreements"). ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such All contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(aclauses (A)(i), (ii),(iii), (iv), (v) is and (vi) and all Debt Agreements being referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home "Diamond Material Contracts"). Each Diamond Material Contract is valid and binding on Home or one of its SubsidiariesDiamond (or, as applicableto the extent a Diamond subsidiary is a party, such entity) and is in full force and effect, (ii) Home and Diamond and each of its Subsidiaries has Diamond subsidiary have in all material respects performed all material their respective obligations required to be performed by it them to date under each Home Diamond Material Contract, except where such noncompliance, individually or in the aggregate, would not have a material adverse effect on Diamond. Neither Diamond nor any Diamond subsidiary knows of, or has received notice of, any violation or default under (iii) each third-party counterparty nor, to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contractthe knowledge of Transferors, and (iv) no event or does there exist any condition exists which constitutes or, after notice or lapse with the passage of time or both, will constitute, the giving of notice or both would result in such a material violation or default on the part of Home or under) any of its Subsidiaries under any such Home Diamond Material Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (excluding any Company Benefit Plans): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (ivii) which is a Related Party Contract; (iii) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts or limits the conduct of any line of business by Home or geographic area in which the Company or any of its affiliates or Subsidiaries may operate or, upon consummation of the Merger or the Bank Merger Merger, will so restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty activities; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viv) with or to a labor union or guild (including any collective bargaining agreement); (v) which grants any put, (vi) (including call, right of first refusal, right of first offer or most-favored nation provisions with respect to any Home Benefit Plan) pursuant to which any material assets, rights or properties of the benefits thereunder will be increasedCompany or its Subsidiaries that, or the vesting upon consummation of the benefits Merger, will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates apply to the incurrence of indebtedness by Home Surviving Corporation or any of its Subsidiaries affiliates; (vi) which, other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, (A) since December 31, 2013, relates to the acquisition or disposition, directly or indirectly, of assets or capital stock (by merger, capital contribution or otherwise) of any person for aggregate consideration (including assumption of indebtedness) in excess of $500,000 (1) with any sale outstanding obligations as of the date of this Agreement that are material to the Company and leaseback transactionsits Subsidiaries, capitalized leases and taken as a whole, or (2) pursuant to which the Company or any of its Subsidiaries has continuing “earn out” or other similar financing transactions, contingent payment obligations after the date of this Agreement reasonably likely to result in the payment of in excess of $500,000; or (B) gives any person the right to acquire any material assets of the Company or its Subsidiaries after the date of this Agreement with a total consideration of more than $500,000; (vii) which requires any capital commitment or capital expenditures (or series of capital expenditures) by the Company or any of its Subsidiaries in an amount in excess of $500,000 in the aggregate; (viii) that which restricts payment of dividends or distributions in respect of the capital stock or equity interests of the Company or any of its Subsidiaries; (ix) under which the Company or any of its Subsidiaries (A) grants or is granted, in any right of first refusalmaterial respect, right of first offer a license or similar other right with respect to any assetsIntellectual Property (including any settlement or co-existence agreements or agreements with covenants not to ▇▇▇, rights or properties but excluding any non-exclusive license (x) for the use of Home or any commercially available, off-the-shelf software with a replacement cost and/or aggregate annual payments of less than $50,000, and/or (y) which is granted in the ordinary course of business of the Company and its Subsidiaries and is not material to the Company and/or any of its Subsidiaries), or (B) is subject to any material restrictions with respect to any Intellectual Property owned by the Company and its Subsidiaries; (x) other than in the ordinary course of business, with any Governmental Entity for the purpose of fulfilling a contract from such Governmental entity; (xi) involving the settlement of any claim, action or proceeding or threatened claim, action or proceeding (or series of related claims, actions or proceedings), other than a claim, action or proceeding relating to Taxes, (ixA) that involves which (x) may involve payments after the payment by Home date hereof, or involved payments in excess of $500,000 or (y) may impose, or imposed, material restrictions on Parent or any of its Subsidiaries of more than fifty thousand dollars or ($50,000B) per annum or two hundred thousand dollars that is with any Governmental Entity; ($200,000xii) in pursuant to which the aggregate (other than any such contracts which are terminable by Home Company or any of its Subsidiaries is obligated to pay, or entitled to receive, payments in excess of $500,000 during the life of the Contract, which cannot be terminated by the Company or such Subsidiary on less than sixty (60) days or less days’ notice without any required material payment or penalty; (xiii) relating to or evidencing (A) outstanding indebtedness of the Company or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $1,000,000 or relating to any interest rate, currency or commodity derivatives or hedging transactions other conditionsthan Contracts solely among the Company and any wholly owned Subsidiary or (B) Liens, other than Permitted Encumbrances, upon any material part of the condition assets or properties of notice)the Company or its Subsidiaries; and (xiv) wherein or whereby the Company or any of its Subsidiaries has agreed to, or assumed, any obligation or duty to indemnify and hold harmless and such obligation or duty is uncapped or otherwise not limited, other than (x) that obligates Home non-material Contracts entered into in the ordinary course of business and (y) any obligations of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive indemnify their respective directors, officers or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provideremployees. Each contract, arrangement, commitment or understanding Contract of the type described in this Section 3.14(a3.13(a) in existence as of the date hereof (excluding any Company Benefit Plan), is referred to herein as a “Home Company Contract”.” (b) To In each case, except as has not had or would not reasonably be expected to have, either individually or in the knowledge of Homeaggregate, a Company Material Adverse Effect, (i) each Home Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) to the Company’s knowledge, each third-third party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Company Contract, (iv) neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any third party counterparty thereto, and (ivv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home The Company has made available to Parent true, correct and complete copies of each Company Contract by virtue as of the consummation of any of the transactions contemplated by this Agreementdate hereof.

Certain Contracts. (a) Set Except (x) for those agreements and other documents filed as exhibits to or incorporated by reference in any Umpqua Reports publicly filed under Sections 13(a), 14(a) or 15(d) of the Exchange Act by Umpqua with the SEC since January 1, 2013 or (y) as set forth in Section 3.14(a4.14(a) of the Home Umpqua Disclosure Schedule is a trueSchedule, correct and complete list neither Umpqua nor any of all contractsits Subsidiaries is, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is hereof, a party to or bound by any contract, arrangement or commitment (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice; (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeUmpqua, HomeSterling, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which that is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other similar provision that that, in any such case, materially restricts the conduct of any line of business by Home Umpqua or any of its affiliates or or, upon consummation of the Merger or the Bank Merger Merger, will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business business; (v) that is material to Umpqua and such requirement is not terminable by Home its Subsidiaries (or that would be material to the Surviving Corporation and its Subsidiaries after the Effective Time) and obligates Umpqua or its Subsidiaries Subsidiaries, or following the Closing, the Surviving Corporation or its Subsidiaries, to conduct business with any third party on sixty a preferential or exclusive basis or which contains "most favored nation" or similar covenants; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (vvi) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home Umpqua or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practicebusiness) in the principal amount of $1,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Umpqua or its Subsidiaries, ; (ix) that relates to the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or any business, in either case for a purchase price in excess of $1,000,000 (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are material to Umpqua or any of its Subsidiaries; (x) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 1,000,000 per annum by Umpqua and/or one or two hundred thousand dollars ($200,000) in the aggregate more of its Subsidiaries, taken as a whole (other than any such contracts which are terminable by Home Umpqua or any of its Subsidiaries on sixty (60) 60 days or less notice without any required payment or other conditions, other than the condition of notice), ; (xxi) that obligates Home limits the payment of dividends by Umpqua or any of its Subsidiaries Subsidiaries; or (xii) that relates to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment material joint venture, partnership, limited liability company agreement or other conditionssimilar agreement or arrangement with any third party, other than or the condition formation, creation or operation, management or control of notice) any material partnership or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to joint venture with any director, officer, employee or service providerthird parties. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the Umpqua Disclosure Schedule or filed as an exhibit to or incorporated by reference in any Umpqua Report, is referred to herein as a “Home "Umpqua Contract". Umpqua has made available to Umpqua prior to the date hereof true, correct and complete copies of each written Umpqua Contract (it being understood that documents available via the SEC's ▇▇▇▇▇ system shall be deemed to have been made available for purposes of this representation).” (b) To the knowledge of Home, (i) each Home Each Umpqua Contract is valid and binding on Home Umpqua or one of its SubsidiariesSubsidiaries (subject to the Enforceability Exceptions), as applicable, and in full force and effect, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua, (ii) Home Umpqua and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Umpqua Contract, except where such noncompliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua, (iii) each to Umpqua's knowledge no third-party counterparty to each Home any Umpqua Contract has performed all material obligations required is in breach or violation of any provision of any Umpqua Contract, except where such breach or violation would not reasonably be expected to be performed by it to date under such Home Contracthave, either individually or in the aggregate, a Material Adverse Effect on Umpqua, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Umpqua or any of its Subsidiaries under any such Home Umpqua Contract. No Home Default will occur under any Home Contract by virtue of , except where such default would not reasonably be expected to have, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, a Material Adverse Effect on Umpqua.