Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB 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 SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a6.14(a) of the SCB Pinnacle Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofPinnacle Reports, as of the date hereof, neither SCB Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB Pinnacle Benefit Plan): Plan and any contract, arrangement, commitment or understanding solely among Pinnacle and any wholly owned Subsidiaries of Pinnacle or solely among wholly owned Subsidiaries of Pinnacle: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB Pinnacle or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); ; (iii) which is with or to a labor union or guild with respect to any employees of Pinnacle or any of its Subsidiaries (including any collective bargaining agreement or similar agreement with any labor organization; agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Pinnacle 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 SCB; Pinnacle; (v) (A) that relates to the incurrence of indebtedness by SCB Pinnacle or any of its Subsidiaries, including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB Pinnacle or any of its Subsidiaries of, or any similar commitment by SCB Pinnacle or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 20,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB Pinnacle or its Subsidiaries, taken as a whole; ; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum (other than any such contracts which are terminable by SCB Pinnacle or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, notice) other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into than with respect to indebtedness disclosed in the ordinary course of business; any Pinnacle Reports; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Pinnacle or any of its Subsidiaries; or ; (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Pinnacle or its Subsidiaries have or may have a material obligation or liability; or (x) that is material to Pinnacle’s and its Subsidiaries’ investment in BHG. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan6.14(a), whether or not set forth in the SCB Pinnacle Disclosure Schedule, is referred to herein as a an “SCB Pinnacle Contract”. SCB .” Pinnacle has made available to CBC Synovus true, correct and complete copies of each SCB Pinnacle Contract in effect as of the date hereof. (b) In each case(i) Each Pinnacle Contract is valid and binding on Pinnacle 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectPinnacle, (ii) SCB Pinnacle and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iii) to the knowledge of SCBPinnacle, each third-party counterparty to each SCB Pinnacle Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iv) SCB does not have neither Pinnacle nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB Pinnacle Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Pinnacle and (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 SCB Pinnacle or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBPinnacle, any other party thereto, of or under any such SCB Pinnacle Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofDisclosed, neither SCB UCB nor any of its Subsidiaries UCB Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument relating to the conduct on any line borrowing of business money by SCB UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon consummation the occurrence of a transaction involving UCB of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right of cancellation or termination will arise as a result thereof, the SNC Option 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 SNC Option Agreement. Each agreement, where such increase or acceleration of benefits or obligationsarrangement and commitment Disclosed pursuant to this Section 3.15(a) is in full force and effect. (b) Neither UCB nor any UCB Subsidiary is in default, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to which default would have a Material Adverse Effect on SCB; (v) (A) that relates to or would adversely affect the incurrence of indebtedness by SCB or transactions contemplated herein, under any of its Subsidiariesagreement, including any sale and leaseback transactionscommitment, capitalized leases and other similar financing arrangements (other than deposit liabilitiesarrangement, trade payableslease, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries ofinsurance policy, or any similar commitment by SCB or any of its Subsidiaries with respect toother instrument, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or whether entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset otherwise and under which SCB whether written or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and there has not received notice ofoccurred any event that, any violation of any SCB Contract by any of with the other parties thereto, and (v) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material breach or default on the part of SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contractdefault.

Certain Contracts. (a) Except as set forth in Section 6.13(a5.13(a) of the SCB CBC Disclosure Schedule or as filed with or incorporated into any SCB CBC Report filed prior to the date hereof, as of the date hereof, neither SCB CBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB CBC Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB CBC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB CBC Shareholder Approval 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 SCBCBC; (v) (A) that relates to the incurrence of indebtedness by SCB CBC or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB CBC or any of its Subsidiaries of, or any similar commitment by SCB CBC 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB CBC 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 SCB CBC or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB CBC 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 SCB CBC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB CBC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB CBC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a5.13(a) (excluding any SCB CBC Benefit Plan), whether or not set forth in the SCB CBC Disclosure Schedule, is referred to herein as a “SCB CBC Contract”. SCB .” CBC has made available to CBC SCB true, correct and complete copies of each SCB CBC Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBCBC, (i) each SCB CBC Contract is valid and binding on SCB CBC or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB CBC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB CBC Contract, (iii) to the knowledge of SCBCBC, each third-party counterparty to each SCB CBC Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB CBC Contract, (iv) SCB CBC does not have knowledge of, and has not received notice of, any violation of any SCB CBC Contract by any of the other parties thereto, and (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 SCB CBC or any of its Subsidiaries, or to the knowledge of SCBCBC, any other party thereto, of or under any such SCB CBC Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.14(a) of the SCB Capital One Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofCapital One Reports, as of the date hereof, neither SCB Capital One nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB Capital One Benefit Plan): Plan and any contract, arrangement, commitment or understanding solely among Capital One and any wholly owned Subsidiaries of Capital One or solely among wholly owned Subsidiaries of Capital One: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB Capital One or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Mergers will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); ; (iii) which is with or to a labor union or guild with respect to any employees of Capital One or any its Subsidiaries (including any collective bargaining agreement or similar agreement with any labor organization; agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Capital One 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 SCB; Capital One; (v) (A) that relates to the incurrence of indebtedness by SCB Capital One or any of its Subsidiaries, including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, 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 and securities sold under agreements to repurchase, repurchase in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB Capital One or any of its Subsidiaries of, or any similar commitment by SCB Capital One or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 40,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB Capital One or its Subsidiaries, taken as a whole; ; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Capital One or any of its Subsidiaries; or or (ixviii) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Capital One or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB Capital One Disclosure Schedule, is referred to herein as a “SCB Capital One Contract”. SCB .” Capital One has made available to CBC Discover true, correct and complete copies of each SCB Capital One Contract in effect as of the date hereof. (bi) In each caseEach Capital One Contract is valid and binding on Capital One 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectCapital One, (ii) SCB Capital One and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB Capital One Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Capital One, (iii) to the knowledge of SCBCapital One, each third-party counterparty to each SCB Capital One Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB Capital One Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Capital One, (iv) SCB does not have neither Capital One nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB Capital One Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Capital One and (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 SCB Capital One or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBCapital One, any other party thereto, of or under any such SCB Capital One Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Capital One.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofPreviously Disclosed, neither SCB Progressive nor any of its Subsidiaries Pawling is a party to to, or is bound by any contractby, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “any material contract” (as such term is defined agreement, arrangement or commitment involving annual payments in Item 601(b)(10) excess of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB $100,000, whether or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred not made in the ordinary course of business), (Bii) that provides any agreement, indenture or other instrument relating to the borrowing of money by Progressive or Pawling or the guarantee by Progressive or Pawling of any such obligation, (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election, retention in office or severance of any present or former director or officer, (iv) any agreement to make loans or for the guaranteeprovision, supportpurchase or sale of goods, assumption services or endorsement by SCB property between Progressive or Pawling and any director or executive officer of its Subsidiaries ofProgressive or Pawling, or any similar commitment by SCB member of the immediate family or affiliate of 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 $100,000 or moreforegoing, or (Cv) that provides for any material indemnification agreement between Progressive or similar obligations on the part Pawling and any five percent or more shareholder of SCB or any of its Subsidiaries; (vi) that grants any right of first refusalProgressive, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum each case other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or transactions entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations the banking business of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereofPawling consistent with past practice. (b) In each caseNeither Progressive nor Pawling, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) nor to the knowledge of SCBProgressive or Pawling, each third-the other party counterparty to each SCB Contract has thereto, is in all default under any material respects complied with agreement, commitment, arrangement, lease, insurance policy or other instrument whether entered into in the ordinary course of business or otherwise and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge ofwhether written or oral, and there has not received notice ofoccurred any event that, any violation of any SCB Contract by any of with the other parties thereto, and (v) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitutewould constitute such a default, a other than defaults of loan agreements by borrowers from Pawling in the ordinary course of its banking business. (c) Since September 30, 1997, neither Progressive nor Pawling has incurred or paid any obligation or liability that would be material to Progressive, except obligations incurred or paid in connection with transactions in the ordinary course of business of Pawling consistent with its past practice and except as Previously Disclosed. Except as Previously Disclosed, from September 30, 1997 to the date hereof, neither Progressive nor Pawling has taken any action that, if taken after the date hereof, would breach or default on the part of SCB or any of its Subsidiariesthe covenants contained in Section 4.7(b) hereof. (d) Except as Previously Disclosed, neither Progressive nor Pawling has, during the period since December 31, 1995, controlled expenses through elimination of employee benefits, deferral of routine maintenance of real property or leased premises, elimination of reserves where the liability related to such reserve has remained, reduction of capital improvements from previous levels, failure to depreciate capital assets in accordance with past practice or eliminate capital assets which are no longer used in the knowledge business of SCBeither Progressive or Pawling, any capitalized loan production expenses other party thereto, than in accordance with FAS 91 or extraordinary reduction or deferral of ordinary or under any such SCB Contractnecessary expenses.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.13(a) of the SCB Sterling Disclosure Schedule or as filed with or incorporated into any SCB Sterling Report filed prior to the date hereof, as of the date hereof, neither SCB Sterling nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Sterling Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Sterling or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Sterling 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 SCBSterling; (v) (A) that relates to the incurrence of indebtedness by SCB Sterling or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Sterling or any of its Subsidiaries of, or any similar commitment by SCB Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Sterling 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 SCB Sterling or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB Sterling 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 SCB Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Sterling or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a3.13(a) (excluding any SCB Sterling Benefit Plan), whether or not set forth in the SCB Sterling Disclosure Schedule, is referred to herein as a “SCB Sterling Contract”. SCB .” Sterling has made available to CBC W▇▇▇▇▇▇ true, correct and complete copies of each SCB Sterling Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBSterling, (i) each SCB Sterling Contract is valid and binding on SCB Sterling or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Sterling and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Sterling Contract, (iii) to the knowledge of SCBSterling, each third-party counterparty to each SCB Sterling Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Sterling Contract, (iv) SCB Sterling does not have knowledge of, and has not received notice of, any violation of any SCB Sterling Contract by any of the other parties thereto, and (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 SCB Sterling or any of its Subsidiaries, or to the knowledge of SCBSterling, any other party thereto, of or under any such SCB ContractSterling Contract and (vi) no third-party counterparty to any Sterling Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Sterling Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither CBI 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 SCB Benefit Plan): oral) (i) which with respect to the employment of any directors, officers, employees or consultants, (ii) that, upon the consummation 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 Bancorp, CBI, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) that 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 CBI Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB CBI, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 . CBI has delivered to Bancorp a complete list as of benefits or obligations, right the date of cancellation or termination, or change in calculation this Agreement of value of benefits would, either individually or in the aggregate, reasonably be expected each contract to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB which CBI or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (Subsidiaries is a party that involves an amount in excess of $100,000 or that has an unexpired term in excess of one year from the date of this Agreement other than deposit liabilitiesloans, trade payablesdeposits, federal funds purchasedletters of credit, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred similar transactions entered into by CBI in the ordinary course of business). In addition, (B) CBI has previously delivered to Bancorp true and correct copies of all employment, consulting, and deferred compensation agreements that provides for the guarantee, support, assumption or endorsement by SCB or any are in writing and a written summary of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any all such contracts which that are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into material to CBI and not in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilitywriting. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB CBI Disclosure Schedule, is referred to herein as a “SCB "CBI Contract”. SCB ." Neither CBI nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies any violation of each SCB any CBI Contract in effect as by any of the date hereof. (b) In each caseother parties thereto that, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, CBI. (i) each SCB Each CBI Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB CBI and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB CBI Contract, (iii) to except where such noncompliance, individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does would not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on CBI, and (viii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will would constitute, a material breach or default on the part of SCB CBI or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBCBI, on the part of any other party thereto, of or under any such SCB CBI Contract, except where such default, individually or in the aggregate, would not have a Material Adverse Effect on CBI.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB NewBridge 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 SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers, employees, independent contractors or consultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation 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 Yadkin, NewBridge, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); , (iiiv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct on of any line of business by SCB NewBridge or any of its Subsidiaries affiliates or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business business, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; agreement), (ivvi) any of the benefits of which contract, arrangement, commitment or obligations under 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 arise or be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt shareholder adoption of the SCB Shareholder Approval this Agreement 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 SCB; (v) (Avii) that relates to the incurrence of indebtedness by SCB NewBridge or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (Bbusiness consistent with past practice) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 500,000 or moremore including any sale and leaseback transactions, or capitalized leases and other similar financing transactions, (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (viviii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB NewBridge or its SubsidiariesSubsidiaries or (ix) that is a consulting agreement or data processing, taken as a whole; (vii) which creates future software programming or licensing contract involving the payment obligations in excess of more than $100,000 per annum (other than any such contracts which are terminable by SCB NewBridge or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilitynotice). Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB NewBridge Disclosure Schedule, is referred to herein as a “SCB NewBridge Contract”. SCB ,” and neither NewBridge nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove 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) In each caseEach NewBridge Contract is valid and binding on NewBridge 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB NewBridge. NewBridge and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB NewBridge Contract, (iii) except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to the have a Material Adverse Effect on NewBridge. To NewBridge’s knowledge of SCB, each third-party counterparty to each SCB NewBridge Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB NewBridge Contract, (iv) SCB does except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have knowledge ofa Material Adverse Effect on NewBridge, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB NewBridge or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB NewBridge Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Seller nor any of its Subsidiaries Seller Subsidiary is a party to to, or is bound by any contractby, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “any material contract” (contract as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB SEC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement other contract or similar agreement with any labor organization; (iv) any of the benefits of arrangement reasonably deemed material by Seller's management, whether or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred not made in the ordinary course of business)business (other than loans or loan commitments and funding transactions in the ordinary course of business of any Seller Subsidiary) or any agreement restricting the nature or geographic scope of its business activities in any material respect, (Bii) that provides for any agreement, indenture or other instrument relating to the guarantee, support, assumption or endorsement borrowing of money by SCB Seller or any of its Subsidiaries of, Seller Subsidiary or the guarantee by Seller or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness Seller Subsidiary of any other Personsuch obligation, in the each case of each of clauses (A) and (B), amounting singly or in the principal amount of aggregate to more than $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions100,000, other than extensions of creditagreements, other customary banking products offered by SCB indentures, instruments or its Subsidiaries, or derivatives issued or guarantees relating to transactions entered into in the ordinary course of business; , (viiiiii) that is any agreement, arrangement or commitment relating to the employment of a settlement, consent consultant who was formerly a director or similar agreement and contains any material continuing obligations executive officer of SCB Seller or any of its Subsidiaries; Seller Subsidiary or (ix) that relates to the acquisition employment, election, retention in office or disposition severance of any Person, business present or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof.former director or (b) In each caseNeither Seller nor any Seller Subsidiary is in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except asfor such defaults which would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB ContractSeller.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither NCBC 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 SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder 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 (whether of severance pay or otherwise) becoming due from CCB, NCBC, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee 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 NCBC Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries NCBC or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval 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 . NCBC has previously made available to CCB true and correct copies 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which NCBC is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB NCBC Disclosure Schedule, is referred to herein as a “SCB "NCBC Contract”. SCB ", and neither NCBC nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereof. (b) In each case, except asabove by any of the other parties thereto which, either individually or in the aggregate, would not reasonably be expected to will have a Material Adverse Effect on SCB, NCBC. (i) each SCB Each NCBC Contract is valid and binding on SCB NCBC or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB NCBC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB NCBC Contract, (iii) to except where such noncompliance, either individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does will not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on NCBC, and (viii) 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 SCB NCBC or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB NCBC Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on NCBC.

Certain Contracts. (a) Except as set forth in at Section 6.13(a) 3.12 of the SCB SKAN Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB SKAN nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement will materially restrict (either alone or upon the ability occurrence of the Surviving Corporation any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from BSB Bancorp, SKAN, Skaneateles Bank, BSB Bank or any of its Affiliates their respective Subsidiaries to engage in any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by SKAN or in any geographic region Skaneateles Bank, (iv) with or to a labor union or guild (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; (ivv) except as set forth on Section 3.12(a)(v) of the SKAN Disclosure Schedule, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the Bank Merger 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 Agreement 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 Bank Merger Agreement (including as to have a Material Adverse Effect on SCB; this clause (v) (A) that relates to ), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the incurrence of indebtedness by SCB or any of its SubsidiariesSKAN Disclosure Schedule, including any sale there are no employment, consulting 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB which SKAN or any of its Subsidiaries of, or any similar commitment by SCB or any is a party. Section 3.12(a) of its Subsidiaries with respect to, the obligations, liabilities or indebtedness SKAN Disclosure Schedule sets forth a list of any other Person, all material contracts (as defined in the case Item 601(b)(10) of each Regulation S-K) of clauses (A) SKAN and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB SKAN Disclosure Schedule, is referred to herein as a “SCB "SKAN Contract”. SCB ," and neither SKAN nor any of its Subsidiaries has made available to CBC truereceived notice of, correct and complete copies nor do any executive officers of each SCB Contract in effect as such entities know of, any violation of the date hereofany SKAN Contract. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each SKAN Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB SKAN and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB SKAN Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (viii) 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 SCB SKAN or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB SKAN Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither LSB 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 SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder 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 (whether of severance pay or otherwise) becoming due from FNB, LSB, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof which, individually or in the aggregate, will have a Material Adverse Effect on LSB, (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 LSB Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries LSB or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval 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 AgreementAgreement which, 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 will have a Material Adverse Effect on SCB; (v) (A) that relates LSB. LSB has previously made available to the incurrence FNB true and correct copies of indebtedness by SCB or any of its Subsidiaries, including any sale all employment 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which LSB is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB LSB Disclosure Schedule, is referred to herein as a “SCB LSB Contract”. SCB , and neither LSB nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereof. (b) In each case, except asabove by any of the other parties thereto which, either individually or in the aggregate, would not reasonably be expected to will have a Material Adverse Effect on SCB, LSB. (b) (i) each SCB Each LSB Contract is valid and binding on SCB LSB or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB LSB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB LSB Contract, (iii) to except where such noncompliance, either individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does will not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on LSB, and (viii) 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 SCB LSB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB LSB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on LSB.

Certain Contracts. (a) Except as set forth in at Section 6.13(a) 3.12 of the SCB Empire Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Empire nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement or the Institution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether severance, change of control or otherwise) becoming due from Sterling, Empire or any of their Subsidiaries, to any director, officer or employee thereof, (iii) which materially restrict restricts the ability conduct of the Surviving Corporation any line of business by Empire or any of its Affiliates Subsidiaries, (iv) with or to engage in any line of business a labor union or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or similar agreement with any labor organization; (ivstock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the Institution Merger 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 or the Institution Merger 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 (vi) that is material and is not made in the aggregateordinary course of business or pursuant to which Empire or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any entity, reasonably be expected to have a Material Adverse Effect on SCB; (vvii) (A) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to the incurrence borrowings of indebtedness money (or guarantees thereof by SCB Empire, or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), or (Bviii) that provides for is a lease or similar arrangement with annual rental payments of $10,000 or more. Section 3.12(a) of the guaranteeEmpire Disclosure Schedule sets forth true, supportcorrect and complete copies of all employment, assumption or endorsement by SCB consulting and deferred compensation agreements to which Empire or any of its Subsidiaries ofis a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Empire Stock Option Plan, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness constitute a violation of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 Laws or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect give rise to liability to any option holder. Section 3.12(a) of the Empire Disclosure Schedule sets forth a list of all material assets, rights or properties contracts (as defined in Item 601(b)(10) of SCB or its Subsidiaries, taken as a whole; (viiRegulation S-K) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityEmpire. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB Empire Disclosure Schedule, is referred to herein as a “SCB an "Empire Contract”. SCB ," and neither Empire nor any of its Subsidiaries has made available to CBC truereceived notice of, correct and complete copies nor do any executive officers of each SCB such entities know of, any violation or imminent violation of any Empire Contract in effect as of the date hereofby any other party thereto. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Empire Contract is a valid and binding on SCB or one commitment of its Subsidiaries, as applicable, Empire and is in full force and effect, (ii) SCB and each of Empire and its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Empire Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (viii) 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 SCB Empire or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB Empire Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.14(a) of the SCB Parent Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofParent Reports, as of the date hereofof this Agreement, neither SCB Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Parent Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB Parent or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Mergers will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; union or guild; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Parent 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, would reasonably be expected to have a Material Adverse Effect on SCB; Parent; (v) (A) that relates to the incurrence of indebtedness by SCB Parent or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases (except for facility leases) and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, federal funds borrowings, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), or (B) that provides for the guarantee, support, assumption or endorsement by SCB Parent or any of its Subsidiaries of, or any similar commitment by SCB Parent or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 5,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB Parent or its Subsidiaries, taken as a whole; ; (vii) that is a vendor agreement which creates future payment obligations in excess of $100,000 5,000,000 per annum or a servicing agreement pursuant to which obligations may exceed $5,000,000 per annum (in each case other than any such contracts which are terminable by SCB Company or any of its Subsidiaries on sixty ninety (6090) days or less notice without any required payment or other conditionspenalty, other than extensions the payment of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in any outstanding obligation at the ordinary course time of business; termination); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Parent or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Parent or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB Parent Disclosure Schedule, is referred to herein in this Agreement as a “SCB Parent Contract”. SCB .” Parent has made available to CBC Company true, correct and complete copies of each SCB Parent Contract in effect as of the date hereofof this Agreement. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Parent Contract is valid and binding on SCB Parent or one of its Subsidiaries, as applicable, and in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect on Parent, (ii) SCB Parent and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB Parent Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Parent, (iii) to the knowledge of SCBParent, each third-party counterparty to each SCB Parent Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB Parent Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Parent, (iv) SCB does not have neither Parent nor any of its Subsidiaries has knowledge of, and has not received notice of, of any violation of any SCB Parent Contract by any of the other parties thereto, thereto which would reasonably be expected to have a Material Adverse Effect on Parent and (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 SCB Parent or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBParent, any other party thereto, of or under any such SCB Parent Contract, except where such breach or default would not reasonably be expected to have a Material Adverse Effect on Parent.

Certain Contracts. (a) Except as set forth Neither Republic nor any Republic Subsidiary is a party to, is bound or affected by, or receives benefits under (i) except for this Agreement, any agreement, arrangement or commitment, written or oral, the default of which has had or would be reasonably likely to have a Material Adverse Effect, whether or not made in Section 6.13(a) the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to banking business), outstanding on the date hereof, as or any agreement restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument, written or oral, outstanding on the date hereof, neither SCB nor relating to the borrowing of money by Republic or any Republic Subsidiary or the guarantee by Republic or any Republic Subsidiary of its Subsidiaries is a party any such obligation, which cannot be terminated within less than 30 days after the Closing Date by Republic or any Republic Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or bound by Federal Reserve Bank advances), (iii) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral but excluding oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any SCB Benefit Plan): present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Republic or any Republic Subsidiary (i) without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K transaction involving Republic of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions nature contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Agreement, or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any agreement or plan, written or oral, including any stock option plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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, 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. Each agreement, where such increase arrangement, commitment, indenture and plan Disclosed pursuant to this Section 3.15(a) is as of the date hereof valid and binding on Republic or acceleration its applicable Subsidiary and, to the knowledge of benefits or obligationsRepublic, right of cancellation or terminationagainst the other parties thereto. (b) Neither Republic nor any Republic Subsidiary is in default under any agreement, commitment, arrangement, lease, insurance policy, or change in calculation of value of benefits wouldother instrument, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or whether entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset otherwise and under which SCB whether written or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and there has not received notice ofoccurred any event that, any violation of any SCB Contract by any of with the other parties thereto, and (v) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material breach or default on the part of SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contractdefault.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB Company Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofCompany Reports, as of the date hereofof this Agreement, neither SCB Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Company Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB Company or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Mergers will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; union or guild; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Company 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, would reasonably be expected to have a Material Adverse Effect on SCB; Company; (v) (A) that relates to the incurrence of indebtedness by SCB Company or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases (except for facility leases) and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, federal funds borrowings, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), or (B) that provides for the guarantee, support, assumption or endorsement by SCB Company or any of its Subsidiaries of, or any similar commitment by SCB Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 2,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB Company or its Subsidiaries, taken as a whole; ; (vii) that is a vendor agreement which creates future payment obligations in excess of $100,000 5,000,000 per annum or a servicing agreement pursuant to which obligations may exceed $5,000,000 per annum (in each case other than any such contracts which are terminable by SCB Company or any of its Subsidiaries on sixty ninety (6090) days or less notice without any required payment or other conditionspenalty, other than extensions the payment of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in any outstanding obligation at the ordinary course time of business; termination); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Company or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Company or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Company Disclosure Schedule, is referred to herein in this Agreement as a “SCB Company Contract”. SCB .” Company has made available to CBC Parent true, correct and complete copies of each SCB Company Contract in effect as of the date hereofof this Agreement. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Company Contract is valid and binding on SCB Company or one of its Subsidiaries, as applicable, and in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect on Company, (ii) SCB Company and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB Company Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Company, (iii) to the knowledge of SCBCompany, each third-party counterparty to each SCB Company Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB Company Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on Company, (iv) SCB does not have neither Company nor any of its Subsidiaries has knowledge of, and has not received notice of, of any violation of any SCB Company Contract by any of the other parties thereto, thereto which would reasonably be expected to have a Material Adverse Effect on Company and (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 SCB Company or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBCompany, any other party thereto, of or under any such SCB Company Contract, except where such breach or default would not reasonably be expected to have a Material Adverse Effect on Company.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.14(a) of the SCB IBTX Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofIBTX Reports, as of the date hereof, neither SCB IBTX nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB IBTX Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB IBTX or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region region; (iii) with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite IBTX 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 SCB; IBTX; (v) (A) that relates to the incurrence of indebtedness by SCB IBTX or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB IBTX or any of its Subsidiaries of, or any similar commitment by SCB IBTX or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 5,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB IBTX or its Subsidiaries, taken as a whole; ; (vii) which creates future that is a consulting agreement or data processing, software programming or licensing contract involving the payment obligations in excess of more than $100,000 2,000,000 per annum (other than any such contracts which are terminable by SCB IBTX or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB IBTX or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB IBTX or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB IBTX Disclosure Schedule, is referred to herein as a “SCB IBTX Contract”. SCB .” IBTX has made available to CBC TCBI true, correct and complete copies of each SCB IBTX Contract in effect as of the date hereof. (bi) In each caseEach IBTX Contract is valid and binding on IBTX 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectIBTX, (ii) SCB IBTX and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB IBTX Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (iii) to the knowledge of SCBIBTX, each third-party counterparty to each SCB IBTX Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB IBTX Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX, (iv) SCB does not have neither IBTX nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB IBTX Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX and (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 SCB IBTX or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBIBTX, any other party thereto, of or under any such SCB IBTX Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBTX.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB CIT Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofCIT Reports, as of the date hereof, neither SCB CIT nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB CIT Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB CIT or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation BancShares or any of its Affiliates affiliates to engage in any line of business or in any geographic region region; (iii) with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement agreement); (iv) with any labor organization; record or beneficial owner of five percent (iv5%) or more of the outstanding CIT Common Stock; (v) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite CIT 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 SCB; CIT; (vvi) (A) that relates to the incurrence of indebtedness by SCB CIT or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, assumption or endorsement by SCB CIT or any of its Subsidiaries of, or any similar commitment by SCB CIT or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 10,000,000 or more, or ; (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vivii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB CIT or its Subsidiaries; (viii) that is a consulting agreement or data processing, taken as a whole; (vii) which creates future software programming or licensing contract involving the payment obligations in excess of more than $100,000 5,000,000 per annum (other than any such contracts which are terminable by SCB CIT or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; notice); (viiiix) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB CIT or any of its Subsidiaries; (x) that requires CIT or any of its Subsidiaries, to purchase all of its requirements for a given product, good, or service, in each case, that is material to CIT and its Subsidiaries, taken as a whole, from a given person; or or (ixxi) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB CIT or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB CIT Disclosure Schedule, is referred to herein as a “SCB CIT Contract”. SCB .” CIT has made available to CBC the BancShares Parties true, correct and complete copies of each SCB CIT Contract in effect as of the date hereof. (bi) In each caseEach CIT Contract is valid and binding on CIT 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectCIT, (ii) SCB CIT and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB CIT Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT, (iii) to the knowledge of SCBCIT, each third-party counterparty to each SCB CIT Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB CIT Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT, (iv) SCB does not have neither CIT nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB CIT Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CIT and (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 SCB CIT or any of its Subsidiaries, or to the knowledge of SCBCIT, any other party thereto, of or under any such SCB CIT Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB TCBI Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofTCBI Reports, as of the date hereof, neither SCB TCBI nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB TCBI Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB TCBI or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region region; (iii) with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite TCBI 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 SCB; TCBI; (v) (A) that relates to the incurrence of indebtedness by SCB TCBI or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB TCBI or any of its Subsidiaries of, or any similar commitment by SCB TCBI or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 5,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB TCBI or its Subsidiaries, taken as a whole; ; (vii) which creates future that is a consulting agreement or data processing, software programming or licensing contract involving the payment obligations in excess of more than $100,000 2,000,000 per annum (other than any such contracts which are terminable by SCB TCBI or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB TCBI or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB TCBI or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB TCBI Disclosure Schedule, is referred to herein as a “SCB TCBI Contract”. SCB .” TCBI has made available to CBC IBTX true, correct and complete copies of each SCB TCBI Contract in effect as of the date hereof. (bi) In each caseEach TCBI Contract is valid and binding on TCBI 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectTCBI, (ii) SCB TCBI and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB TCBI Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (iii) to the knowledge of SCBTCBI, each third-party counterparty to each SCB TCBI Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB TCBI Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI, (iv) SCB does not have neither TCBI nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB TCBI Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on TCBI and (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 SCB TCBI or any of its Subsidiaries, or to the knowledge of SCBTCBI, any other party thereto, of or under any such SCB TCBI Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB Columbia 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 SCB Columbia Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Columbia or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Columbia 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 SCBColumbia; (v) (A) that relates to the incurrence of indebtedness by SCB Columbia or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Columbia or any of its Subsidiaries of, or any similar commitment by SCB Columbia or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the an outstanding principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Columbia or any of its Subsidiaries, other than Contracts entered into by Columbia 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 SCB Columbia or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 7,500,000 per annum other than any such contracts which are terminable by SCB Columbia 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 SCB Columbia or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Columbia or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Columbia or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.13(a) (excluding any SCB Columbia Benefit Plan), whether or not set forth in the SCB Columbia Disclosure Schedule, is referred to herein as a “SCB Columbia Contract”. SCB Columbia has made available to CBC Umpqua true, correct and complete copies of each SCB Columbia Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBColumbia, (i) each SCB Columbia Contract is valid and binding on SCB Columbia or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Columbia and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Columbia Contract, (iii) to the knowledge of SCBColumbia, each third-party counterparty to each SCB Columbia Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Columbia Contract, (iv) SCB Columbia does not have knowledge of, and has not received notice of, any violation of any SCB Columbia Contract by any of the other parties thereto, and (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 SCB Columbia or any of its Subsidiaries, or to the knowledge of SCBColumbia, any other party thereto, of or under any such SCB ContractColumbia Contract and (vi) no third-party counterparty to any Columbia Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Columbia Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(aSchedule 3.14(a) of the SCB OSB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedules, neither SCB OSB nor any of its the OSB Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral but excluding oral) with respect to the employment or compensation of any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); directors, officers or employees; (ii) which contains a provision that materially restricts any contract, arrangement, commitment or understanding (whether written or oral) which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement or the Plan of Merger will materially restrict (either alone or upon the ability occurrence of any additional acts or events) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from OSB, FCB, the Surviving Corporation Corporation, or any of its Affiliates their respective Subsidiaries to engage in any officer, director or employee thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which materially restricts the conduct of any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect)by OSB; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; or (iv) any contract, arrangement, commitment or understanding (whether written or oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise or be increased or accelerated 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, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right the Plan of cancellation or termination will arise as a result thereofMerger, 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 Agreement or acceleration the Plan of benefits or obligations, right Merger. OSB has previously made available to FCB true and correct copies 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing deferred compensation arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB in writing and to which OSB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that an OSB Subsidiary is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB an "OSB Contract”. SCB has made available to CBC true, correct ," and complete copies of each SCB Contract in effect as neither OSB nor any of the date hereof. (b) In each caseOSB Subsidiaries knows of, except asor has received notice of, either any violation of any OSB Contract by any of the other parties thereto, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, OSB. (i) each SCB Each OSB Contract is valid and binding on SCB OSB or one of its Subsidiariesthe applicable OSB Subsidiary, as applicablethe case may be, and is in full force and effect, (ii) SCB OSB and each of its the OSB Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB ContractOSB Contract to which it is a party, (iii) to except where such noncompliance, individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does would not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on OSB, and (viii) 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 SCB OSB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or OSB Subsidiaries under any such SCB OSB Contract, except where any such default, individually or in the aggregate, would not have a Material Adverse Effect on OSB.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB BANC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB BANC Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on any line of business by SCB BANC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusive license, exclusivity or exclusive dealing provisions with such an effect); ; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; ; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite BANC 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 result in a Material Adverse Effect on SCB; material liability to BANC and its Subsidiaries, taken as a whole; (v) that (A) that relates to the incurrence of indebtedness by SCB BANC or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB BANC or any of its Subsidiaries of, or any similar commitment by SCB BANC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the an outstanding principal amount of $100,000 500,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB BANC 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 SCB or BANC and its Subsidiaries, taken as a whole; ; (vii) which that creates future payment obligations in excess of $100,000 500,000 per annum other than any such contracts which are terminable by SCB BANC 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 SCB BANC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; ; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB BANC or any of its Subsidiaries; or ; (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB BANC or its Subsidiaries have or may have has a material on-going obligation or liability. , including the disposition of any material loan portfolio; (x) that relates to any material joint venture, partnership or other similar agreement; (xi) that licenses or otherwise grants rights to BANC or any of its Subsidiaries from a third party with respect to material Intellectual Property of any third party, where such contract is material to the businesses of BANC and its subsidiaries, taken as a whole; or (xii) that licenses or grants other rights to any third party from BANC or its Subsidiaries with respect to material Intellectual Property, where such contract is material to the businesses of BANC and its Subsidiaries, taken as a whole. (b) Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.13(a) (excluding any SCB BANC Benefit PlanPlan and any Investment Agreement), whether or not set forth in the SCB BANC Disclosure Schedule, is referred to herein as a “SCB BANC Contract”. SCB .” BANC has made available to CBC PACW true, correct and complete copies of each SCB BANC Contract in effect as of the date hereof. (bc) In each case, except asas would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBBANC, (i) each SCB BANC Contract is valid and binding on SCB BANC or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB each of BANC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB BANC Contract, (iii) to the knowledge of SCBBANC, each third-party counterparty to each SCB BANC Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB BANC Contract, (iv) SCB BANC does not have knowledge of, and has not received or delivered notice of, any violation of any SCB BANC Contract by any of the other parties thereto, and (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 SCB BANC or any of its Subsidiaries, or to the knowledge of SCBBANC, any other party thereto, of or under any such SCB PACW Contract and (vi) no party to any BANC Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any BANC Contract, including as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(a) 3.14 of the SCB Company Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as includes a list of the date hereof, neither SCB nor any of its Subsidiaries is a party to or bound by any each (i) contract, arrangement, commitment or understanding with respect to the employment of any directors, executive officers or key employees, or with any consultants (whether written or oral but excluding any SCB Benefit Plan): for purposes of this clause (i), other than consultants for computer and information systems) involving the payment of $100,000 or more per annum, (ii) contract, arrangement, commitment or understanding 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 a Company Report, (iiiii) contract, arrangement, commitment or understanding which contains a provision that materially restricts limits in any way the conduct on any line ability of business by SCB Company or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage compete in any line of business or business, in any geographic region area or with any person, or which requires referrals of any business, (iv) contract, arrangement, commitment or understanding with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) contract, arrangement, commitment or similar agreement with understanding (including, without limitation, any labor organization; (ivCompany Employee Plan but excluding options, warrants and other securities identified in Section 3.2 or in Section 3.2 of the Company Disclosure Schedule) any of the benefits of or obligations under which will arise be paid or increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Agreement or the announcement or consummation occurrence 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 (vi) contract, arrangement, commitment or acceleration understanding which would prohibit or materially delay the consummation 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business)transactions contemplated by this Agreement, (Bvii) that provides for the guaranteeloan agreement, supportindenture, assumption mortgage, pledge, conditional sale or endorsement by SCB title retention agreement, security agreement, guaranty, standby letter of credit (to which Company or any of its Subsidiaries ofis the responsible party), material equipment lease or any similar commitment by SCB lease purchase agreement to which the Company or any of its Subsidiaries with respect tois a party or by which any of them is bound, the obligations(viii) contract, liabilities arrangement, commitment or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB understanding to which Company or any of its Subsidiaries; Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or effected entered into in connection with the securitization by Company or any of its Subsidiaries of receivables (viincluding, without limitation, (A) contracts, arrangements, commitments or understandings regarding credit support provided by Financial Security Assurance Inc. ("FSA") and any modification agreement, waiver or consent related thereto and (B) sale and servicing agreements) ("SECURITIZATION AGREEMENTS"), (ix) contract, agreement, arrangement or understanding between any affiliate of Company (other than any wholly-owned Subsidiary of Company), on the one hand, and Company or any Subsidiary of Company, on the other hand, and (x) any other contract, arrangement, commitment or understanding that grants any right of first refusalis material to the business, right of first offer or similar right with respect to any material assets, rights liabilities, financial condition or properties results of SCB or operations of Company and its Subsidiaries, taken as a whole; whole (viiPROVIDED, that for purposes of this clause (ix) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable contract, arrangement, commitment or understanding involving payments or receipts by SCB Company or any of its Subsidiaries on sixty in excess of $250,000 over the term thereof shall be deemed to be material). Company has previously made available to Parent complete and accurate copies of all Company Contracts (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityas defined below). Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)3.14, whether or not set forth in Section 3.14 of the SCB Company Disclosure Schedule, is referred to herein as a “SCB Contract”"COMPANY CONTRACT". SCB has made available to CBC true, correct and complete copies None of each SCB Contract Company or any of its Subsidiaries is in effect as material breach of the date hereof. (b) In each case, except as, either individually or default in the aggregateperformance of its obligations under any Company Contract, and no material breach or default, alleged breach or default or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Company or any of its Subsidiaries (or, to the knowledge of Company, any other party or obligor with respect thereto) has occurred, or as a result of its performance will occur. To the extent that Company or any of its Subsidiaries has been, since January 1, 1996, in material breach of or default in performance of its obligations under any Company Contract, such breach or default, together with all such other breaches or defaults, could not reasonably be expected to have a Material Adverse Effect on SCBCompany. To the knowledge of Company, (i) each SCB Company Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contract.

Certain Contracts. (a) Except as set forth otherwise provided in this Agreement or as disclosed on Section 6.13(a5.9(a) of the SCB Piedmont Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB nor any of its Subsidiaries Piedmont is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which is a “material contract” (as such term is defined with respect to the employment of any directors, officers, employees, consultants, independent contractors or other service providers other than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC); business consistent with past practice, (ii) which contains a provision that materially restricts the conduct on any line that, upon execution of business by SCB this Agreement or any of its Subsidiaries consummation or upon consummation 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 Piedmont, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other service provider of Piedmont, (iii) that is a contract material to the business of Piedmont to be performed after the date of this Agreement, (iv) that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Piedmont or, to the knowledge of Piedmont, upon consummation of the Piedmont Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) including any labor organization; (iv) 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 of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt the occurrence of the SCB Shareholder Approval any stockholder approval 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 or affected by 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)5.9, whether or not set forth in the SCB Piedmont Disclosure Schedule, is referred to herein as a “SCB Piedmont Contract”. SCB ,” and Piedmont does not know of, or has made available to CBC truenot received notice of, correct and complete copies any material violation of each SCB any Piedmont Contract in effect as by any of the date hereofother parties thereto. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Piedmont Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, Piedmont and is in full force and effect, (ii) SCB and each of its Subsidiaries Piedmont has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, Piedmont Contract and (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (v) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Piedmont under any such SCB Piedmont Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.13(a) of the SCB First Midwest Disclosure Schedule or as filed with or incorporated into any SCB First Midwest Report filed prior to the date hereof, as of the date hereof, neither SCB First Midwest nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB First Midwest Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB First Midwest or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite First Midwest 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 SCBFirst Midwest; (v) (A) that relates to the incurrence of indebtedness by SCB First Midwest or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB First Midwest or any of its Subsidiaries of, or any similar commitment by SCB First Midwest or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB First Midwest 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 SCB First Midwest or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB First Midwest 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 SCB First Midwest or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB First Midwest or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB First Midwest or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a3.13(a) (excluding any SCB First Midwest Benefit Plan), whether or not set forth in the SCB First Midwest Disclosure Schedule, is referred to herein as a “SCB First Midwest Contract”. SCB .” First Midwest has made available to CBC Old National true, correct and complete copies of each SCB First Midwest Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBFirst Midwest, (i) each SCB First Midwest Contract is valid and binding on SCB First Midwest or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB First Midwest and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB First Midwest Contract, (iii) to the knowledge of SCBFirst Midwest, each third-party counterparty to each SCB First Midwest Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB First Midwest Contract, (iv) SCB First Midwest does not have knowledge of, and has not received notice of, any violation of any SCB First Midwest Contract by any of the other parties thereto, and (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 SCB First Midwest or any of its Subsidiaries, or to the knowledge of SCBFirst Midwest, any other party thereto, of or under any such SCB ContractFirst Midwest Contract and (vi) no third-party counterparty to any First Midwest Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any First Midwest Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.14(a) of the SCB First Horizon Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofFirst Horizon Reports, as of the date hereof, neither SCB First Horizon nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB First Horizon Benefit Plan): : (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB First Horizon or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; ; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite First Horizon 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 SCB; First Horizon; (v) (A) that relates to the incurrence of indebtedness by SCB First Horizon or any of its 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 and securities sold under agreements to repurchase, in each case case, incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB First Horizon or any of its Subsidiaries of, or any similar commitment by SCB First Horizon or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any First Horizon Report(s) filed since January 1, 2019 or (C) that provides for any material indemnification or similar obligations on entered into in the part ordinary course of SCB or any of its Subsidiaries; business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB First Horizon or its Subsidiaries, taken as a whole; ; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum (other than any such contracts which are terminable by SCB First Horizon or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of creditnotice), other customary banking products offered by SCB than with respect to indebtedness disclosed in any First Horizon Report(s) filed since January 1, 2019 or its Subsidiaries, leases or derivatives issued or other agreements entered into in the ordinary course of business; ; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB First Horizon or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB First Horizon or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB First Horizon Disclosure Schedule, is referred to herein as a “SCB First Horizon Contract”. SCB .” First Horizon has made available to CBC IBKC true, correct and complete copies of each SCB First Horizon Contract in effect as of the date hereof. (bi) In each caseEach First Horizon Contract is valid and binding on First Horizon 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectFirst Horizon, (ii) SCB First Horizon and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB First Horizon Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon, (iii) to the knowledge of SCBFirst Horizon, each third-party counterparty to each SCB First Horizon Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB First Horizon Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon, (iv) SCB does not have neither First Horizon nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB First Horizon Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Horizon, and (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 SCB First Horizon or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBFirst Horizon, any other party thereto, of or under any such SCB First Horizon Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Busey Report filed prior to the date hereof, as of the date hereof, neither SCB Busey 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 SCB Busey Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Busey or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Busey 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 SCBBusey; (v) (A) that relates to the incurrence of indebtedness by SCB Busey or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Busey or any of its Subsidiaries of, or any similar commitment by SCB Busey or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 150,000 or more, or (C) that provides the principal purpose of which is to provide for any material indemnification or similar obligations on the part of SCB Busey 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 SCB Busey or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 750,000 per annum or $1,000,000 with respect to any individual payment other than any such contracts which are terminable by SCB Busey 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 SCB Busey or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Busey or any of its Subsidiaries; (ix) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (x) in which Busey or any of its Subsidiaries grants or is granted a license or similar under any material Intellectual Property, where such contract is material to the businesses of Busey and its Subsidiaries, taken as a whole, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xi) that is a material consulting agreement with payments in excess of $250,000, to which Busey or any of its Subsidiaries is a party; or (ixxii) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Busey or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.14(a) (excluding any SCB Busey Benefit Plan), whether or not set forth in the SCB Busey Disclosure Schedule, is referred to herein as a “SCB Busey Contract”. SCB Busey has made available to CBC CrossFirst true, correct and complete copies of each SCB Busey Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBBusey, (i) each SCB Busey Contract is valid and binding on SCB Busey or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Busey and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Busey Contract, (iii) to the knowledge of SCBBusey, each third-party counterparty to each SCB Busey Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Busey Contract, (iv) SCB Busey does not have knowledge of, and has not received notice of, any violation of any SCB Busey Contract by any of the other parties thereto, and (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 SCB Busey or any of its Subsidiaries, or to the knowledge of SCBBusey, any other party thereto, of or under any such SCB Busey Contract and (vi) no third-party counterparty to any Busey Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Busey Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.13(a) of the SCB Sterling Disclosure Schedule or as filed with or incorporated into any SCB Sterling Report filed prior to the date hereof, as of the date hereof, neither SCB Sterling nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Sterling Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Sterling or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Sterling 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 SCBSterling; (v) (A) that relates to the incurrence of indebtedness by SCB Sterling or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Sterling or any of its Subsidiaries of, or any similar commitment by SCB Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Sterling 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 SCB Sterling or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB Sterling 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 SCB Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Sterling or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a3.13(a) (excluding any SCB Sterling Benefit Plan), whether or not set forth in the SCB Sterling Disclosure Schedule, is referred to herein as a “SCB Sterling Contract”. SCB .” Sterling has made available to CBC ▇▇▇▇▇▇▇ true, correct and complete copies of each SCB Sterling Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBSterling, (i) each SCB Sterling Contract is valid and binding on SCB Sterling or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Sterling and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Sterling Contract, (iii) to the knowledge of SCBSterling, each third-party counterparty to each SCB Sterling Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Sterling Contract, (iv) SCB Sterling does not have knowledge of, and has not received notice of, any violation of any SCB Sterling Contract by any of the other parties thereto, and (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 SCB Sterling or any of its Subsidiaries, or to the knowledge of SCBSterling, any other party thereto, of or under any such SCB ContractSterling Contract and (vi) no third-party counterparty to any Sterling Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Sterling Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.16(a) of the SCB Seller Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as none of the date hereofSeller, neither SCB nor the Seller's Bank or any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Planoral): (i) with respect to the employment of any director, officer, employee or consultant, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Seller, the Seller's Bank, or any of its Seller's Subsidiaries to any officer or employee 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, (iiiv) which contains is a provision that consulting or other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, (v) which materially restricts the conduct on of any line of business by SCB the Seller, the Seller's Bank, or any of its Subsidiaries the Seller's Subsidiaries, (vi) with or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation to a labor union or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), or similar agreement with (vii) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates . The Seller has previously delivered to the incurrence Buyer true and complete copies of indebtedness by SCB all employment, consulting and deferred compensation agreements which are in writing and to which the Seller, the Seller's Bank or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Seller's Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)Section, whether or not set forth in Section 4.16(a) of the SCB Seller Disclosure Schedule, is referred to herein as a “SCB "Seller Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof". (b) In each case, except as, either individually or Except as set forth in Section 4.16(b) of the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBSeller Disclosure Schedule, (i) to the knowledge of the Seller, each SCB Seller Contract is legal, valid and binding on SCB upon the Seller, the Seller's Bank or one of its Subsidiariessuch Subsidiary, as applicablethe case may be, and in full force and effect, (ii) SCB the Seller, the Seller's Bank and each of its the Seller's Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB such Seller Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (viii) 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 SCB the Seller, the Seller's Bank or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Seller's Subsidiaries under any such SCB Seller Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB SunTrust Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSunTrust Reports, as of the date hereof, neither SCB SunTrust nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB SunTrust Benefit Plan): : (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB SunTrust or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region region; (iii) with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite SunTrust 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 SCB; SunTrust; (v) (A) that relates to the incurrence of indebtedness by SCB SunTrust or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB SunTrust or any of its Subsidiaries of, or any similar commitment by SCB SunTrust or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 25,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB SunTrust or its Subsidiaries, taken as a whole; ; (vii) which creates future that is a consulting agreement or data processing, software programming or licensing contract involving the payment obligations in excess of more than $100,000 10,000,000 per annum (other than any such contracts which are terminable by SCB SunTrust or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB SunTrust or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB SunTrust or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB SunTrust Disclosure Schedule, is referred to herein as a “SCB SunTrust Contract”. SCB .” SunTrust has made available to CBC BB&T true, correct and complete copies of each SCB SunTrust Contract in effect as of the date hereof. (bi) In each caseEach SunTrust Contract is valid and binding on SunTrust 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectSunTrust, (ii) SCB SunTrust and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB SunTrust Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SunTrust, (iii) to the knowledge of SCBSunTrust, each third-party counterparty to each SCB SunTrust Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB SunTrust Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SunTrust, (iv) SCB does not have neither SunTrust nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB SunTrust Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SunTrust and (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 SCB SunTrust or any of its Subsidiaries, or to the knowledge of SCBSunTrust, any other party thereto, of or under any such SCB SunTrust Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SunTrust.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of Neither the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Company nor any of its Subsidiaries is bound by, or a party to, any non-competition or similar restriction relating to any business, product or bound by any contract, arrangement, commitment or understanding service anywhere in the world. (whether written or oral but excluding any SCB Benefit Plan): (ib) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K No purchase Contracts of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Company or any of its Subsidiaries continue for a period of more than twelve months or upon consummation are in excess of the transactions contemplated by this Agreement will materially restrict the ability normal, ordinary and usual requirements of its or their business or at any excessive price. (c) There is no outstanding sales Contract of the Surviving Corporation Company or any of its Affiliates to engage in Subsidiaries which continue for a period of more than twelve months. (d) Neither the Company nor any line of business its Subsidiaries has any outstanding Contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or in dealers that are not cancelable by it on notice of not longer than thirty days and without liability, penalty or premium or any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of arrangement providing for the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation payment of any of the transactions contemplated by this Agreementbonus or commission based on sales or earnings. (e) Except as would not, 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or Company, neither the Company nor any of its SubsidiariesSubsidiaries is in default, including nor to its Knowledge is there any sale and leaseback transactionsbasis for any valid claim of default, capitalized leases and under any Contract made or obligation owed by any of them. (f) Neither Company nor any of its Subsidiaries has entered into any Contract to indemnify any other similar financing arrangements (party against any charge of infringement of any intellectual property, other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under indemnification provisions contained in license agreements to repurchase, in each case incurred or purchase orders arising in the ordinary course of businessbusiness (other than guarantees by the Company or one of its wholly owned Subsidiaries on behalf of the Company or one of its wholly owned Subsidiaries), . (Bg) that provides for Neither the guarantee, support, assumption or endorsement by SCB or Company nor any of its Subsidiaries ofhas any debt obligation for borrowed money, including guarantees (other than guarantees by the Company or one of its wholly owned Subsidiaries on behalf of the Company or one of its wholly owned Subsidiaries) of or agreements to acquire any similar commitment by SCB or such debt obligation of others. (h) Neither the Company nor any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of has any other outstanding loan to any Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB to the Company or a wholly owned Subsidiary of the Company. (i) Neither the Company nor any of its Subsidiaries on sixty (60) days or less notice without has any required payment or other conditions, other than extensions power of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of its Subsidiaries; or (ix) that relates to the acquisition or disposition obligation of any Person, business corporation, partnership, joint venture, association, organization or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of other entity (other than guarantees by the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each wholly owned Subsidiaries on behalf of the Company or one of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB or any of its wholly owned Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contract).

Certain Contracts. (a) Except as set forth in Section 6.13(aSchedule 4.14(a) of the SCB FCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedules, neither SCB FCB nor any of its the FCB Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral but excluding oral) with respect to the employment or compensation of any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); directors, officers or employees; (ii) which contains a provision that materially restricts any contract, arrangement, commitment or understanding (whether written or oral) which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement or the Plan of Merger will materially restrict (either alone or upon the ability occurrence of any additional acts or events) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from OSB, FCB, the Surviving Corporation Corporation, or any of its Affiliates their respective Subsidiaries to engage in any officer, director or employee thereof or to the trustee under any "rabbi trust" or similar arrangement; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which materially restricts the conduct of any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect)by FCB; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; or (iv) any contract, arrangement, commitment or understanding (whether written or oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise or be increased or accelerated 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, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right the Plan of cancellation or termination will arise as a result thereofMerger, 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 Agreement or acceleration the Plan of benefits or obligations, right Merger. FCB has previously made available to OSB true and correct copies 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing deferred compensation arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB in writing and to which FCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that an FCB Subsidiary is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB an "FCB Contract”. SCB has made available to CBC true, correct ," and complete copies of each SCB Contract in effect as neither FCB nor any of the date hereof. (b) In each caseFCB Subsidiaries knows of, except asor has received notice of, either any violation of any FCB Contract by any of the other parties thereto, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, FCB. (b) (i) each SCB FCB Contract is valid and binding on SCB FCB or one of its Subsidiariesthe applicable FCB Subsidiary, as applicablethe case may be, and is in full force and effect, (ii) SCB FCB and each of its the FCB Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB ContractFCB Contract to which it is a party, (iii) to except where such noncompliance, individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does would not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on FCB, and (viii) 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 SCB FCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or FCB Subsidiaries under any such SCB FCB Contract, except where any such default, individually or in the aggregate, would not have a Material Adverse Effect on FCB.

Certain Contracts. (a) Except as set forth otherwise provided in this Agreement or as disclosed on Section 6.13(a4.13(a) of the SCB Vantage Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Vantage 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 SCB Benefit Plan): oral) (i) which is a “material contract” (as such term is defined with respect to the employment of any directors, officers, employees, consultants, independent contractors or other service providers other than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC); business consistent with past practice, (ii) which contains a provision that materially restricts the conduct on any line that, upon execution of business by SCB this Agreement or any of its Subsidiaries consummation or upon consummation 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 Vantage, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other service provider of Vantage or any Subsidiary thereof, (iii) that is a contract material to the business of Vantage to be performed after the date of this Agreement, (iv) that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Vantage or, to the knowledge of Vantage, upon consummation of the Vantage Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) including any labor organization; (iv) 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 of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt the occurrence of the SCB Shareholder Approval any stockholder approval 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 or affected by 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.13(a), whether or not set forth in the SCB Vantage Disclosure Schedule, is referred to herein as a “SCB Vantage Contract”. SCB ,” and neither Vantage nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies any material violation of each SCB any Vantage Contract in effect as by any of the date hereofother parties thereto. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Vantage Contract is valid and binding on SCB Vantage or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) SCB Vantage and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, Vantage Contract and (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (v) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of SCB Vantage or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB Vantage Contract.

Certain Contracts. (a) Except as set forth disclosed in Section 6.13(a4.11(a) of the SCB CVBG Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB CVBG 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 SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder 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 (whether of severance pay or otherwise) becoming due from CVBG, GCBS, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee 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 CVBG Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries CVBG or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval 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 . CVBG has previously made available to GCBS true and correct copies 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which CVBG is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB CVBG Disclosure Schedule, is referred to herein as a “SCB CVBG Contract”. SCB , and neither CVBG nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereof. (b) In each caseabove by any of the other parties thereto which will have, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, CVBG. (i) each SCB Each CVBG Contract is valid and binding on SCB CVBG or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB CVBG and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB CVBG Contract, (iii) to except where such noncompliance, either individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does will not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on CVBG, and (viii) 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 SCB CVBG or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB CVBG Contract, except where such default which will, either individually or in the aggregate, have a Material Adverse Effect on CVBG.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.14(a) of the SCB BB&T Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofBB&T Reports, as of the date hereof, neither SCB BB&T nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB BB&T Benefit Plan): : (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB BB&T or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region region; (iii) with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite BB&T 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 SCB; BB&T; (v) (A) that relates to the incurrence of indebtedness by SCB BB&T or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB BB&T or any of its Subsidiaries of, or any similar commitment by SCB BB&T or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 25,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB BB&T or its Subsidiaries, taken as a whole; ; (vii) which creates future that is a consulting agreement or data processing, software programming or licensing contract involving the payment obligations in excess of more than $100,000 10,000,000 per annum (other than any such contracts which are terminable by SCB BB&T or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; notice); (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB BB&T or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB BB&T or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB BB&T Disclosure Schedule, is referred to herein as a “SCB BB&T Contract”. SCB .” BB&T has made available to CBC SunTrust true, correct and complete copies of each SCB BB&T Contract in effect as of the date hereof. (bi) In each caseEach BB&T Contract is valid and binding on BB&T 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectBB&T, (ii) SCB BB&T and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB BB&T Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BB&T, (iii) to the knowledge of SCBBB&T, each third-party counterparty to each SCB BB&T Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB BB&T Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BB&T, (iv) SCB does not have neither BB&T nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB BB&T Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on BB&T and (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 SCB BB&T or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBBB&T, any other party thereto, of or under any such SCB BB&T Contract., except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on BB&T.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB Anchor nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding oral), other than any SCB Anchor Benefit Plan): , (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); , (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct on of any line of business by SCB Anchor or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates Subsidiaries to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); that is material to Anchor and its Subsidiaries, taken as a whole, (iii) which is a collective bargaining agreement which, upon the execution or similar agreement with delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any labor organization; additional acts or events) result in any payment (whether of severance pay or otherwise) become due from Anchor, AnchorBank, the Surviving Corporation, or any of their respective Subsidiaries to any person, (iv) any of the benefits of which contract, arrangement, commitment or obligations under 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 arise or be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt shareholder adoption of the SCB Shareholder Approval this Agreement 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB AnchorBank or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (Bbusiness consistent with past practice) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 500,000 or moremore including any sale and leaseback transactions, or (C) that provides for any material indemnification or capitalized leases and other similar obligations on the part of SCB or any of its Subsidiaries; financing transactions, (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 SCB Anchor or its Subsidiaries, taken as a whole; whole or (vii) which creates future that is a consulting agreement or data processing, software programming or licensing contract involving the payment obligations in excess of more than $100,000 per annum (other than any such contracts which are terminable by SCB AnchorBank or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilitynotice). Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)3.13, whether or not set forth in the SCB Anchor Disclosure Schedule, is referred to herein as a “SCB Anchor Contract.”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except asas would not reasonably be likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, Anchor (i) each SCB Anchor Contract is valid and binding on SCB Anchor or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Anchor and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Anchor Contract, (iii) to the Anchor’s knowledge of SCB, each third-party counterparty to each SCB Anchor Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Anchor Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (viv) 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 SCB Anchor or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB Anchor Contract.

Certain Contracts. (ai) Except as set forth in Section 6.13(a5.03(k)(i) of the SCB TCFC’s Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB TCFC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB TCFC Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB TCFC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB TCFC Shareholder Approval 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 SCBexceed $100,000; (v) (A) that relates to the incurrence of indebtedness by SCB TCFC or any of its 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 FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB TCFC or any of its Subsidiaries of, or any similar commitment by SCB TCFC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 200,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB TCFC 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 SCB TCFC or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB TCFC 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 SCB TCFC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB TCFC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB TCFC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a5.03(k)(i) (excluding any SCB TCFC Benefit Plan), whether or not set forth in the SCB TCFC Disclosure Schedule, is referred to herein as a “SCB TCFC Contract”.” Except as set forth in Section 5.03(k)(i) of TCFC’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any TCFC Contract as a result of TCFC’s and CBC’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. SCB TCFC has made available to CBC SHBI true, correct and complete copies of each SCB TCFC Contract in effect as of the date hereof. (bii) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBTCFC, (i) each SCB TCFC Contract is valid and binding on SCB TCFC or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB TCFC and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB TCFC Contract, (iii) to the knowledge Knowledge of SCBTCFC, each third-party counterparty to each SCB TCFC Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB TCFC Contract, (iv) SCB TCFC does not have knowledge of, and has not received notice of, any violation of any SCB TCFC Contract by any of the other parties thereto, and (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 SCB TCFC or any of its Subsidiaries, or to the knowledge Knowledge of SCBTCFC, any other party thereto, of or under any such SCB ContractTCFC Contract and (vi) no third-party counterparty to any TCFC Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any TCFC Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereofof this Agreement, neither SCB Bancorp 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 SCB Benefit Plan): oral) (i) which with respect to the employment of any directors, officers, employees or consultants, (ii) that, upon the consummation 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 Bancorp, CBI, the surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) that 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 Bancorp Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB Bancorp, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB Bancorp Disclosure Schedule, is referred to herein as a “SCB "Bancorp Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each " Neither Bancorp nor any of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge knows of, and or has not received notice of, any violation of any SCB Bancorp Contract by any of the other parties theretothereto that, and (v) no event individually or condition exists which constitutes orin the aggregate, after notice or lapse of time or both, will constitute, would have a material breach or default Material Adverse Effect on the part of SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB ContractBancorp.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Seller Report filed prior to the date hereof, as of the date hereof, neither SCB Seller nor any of its Seller Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Seller Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on or any line of business by SCB Seller or any of its Seller Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Seller 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 SCBSeller; (v) (A) that relates to the incurrence of indebtedness by SCB Seller or any of its Seller 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Seller or any of its Seller Subsidiaries of, or any similar commitment by SCB Seller or any of its Seller Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 2,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Seller or any of its Seller 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 SCB Seller or its Seller Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 250,000 per annum or $50,000 with respect to any individual payment other than any such contracts which are terminable by SCB Seller or any of its Seller 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 SCB Seller or its Seller Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Seller or any of its Seller Subsidiaries; (ix) that is a lease of real property to which Seller or any of Seller Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which Seller or any of Seller Subsidiaries grants or is granted a license or similar under any material Intellectual Property, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is a material consulting agreement, to which Seller or any of Seller Subsidiaries is a party with payments in excess of $100,000; or (ixxiii) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Seller or its Seller Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a3.14(a) (excluding any SCB Seller Benefit Plan), whether or not set forth in the SCB Seller Disclosure Schedule, is referred to herein as a “SCB Seller Contract”. SCB .” Seller has made available to CBC Buyer true, correct and complete copies of each SCB Seller Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBSeller, (i) each SCB Seller Contract is valid and binding on SCB Seller or one of its Seller Subsidiaries, as applicable, and in full force and effect, (ii) SCB Seller and each of its Seller Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Seller Contract, (iii) to the knowledge of SCBSeller, each third-party counterparty to each SCB Seller Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Seller Contract, (iv) SCB Seller does not have knowledge of, and has not received notice of, any violation of any SCB Seller Contract by any of the other parties thereto, and (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 SCB Seller or any of its Seller Subsidiaries, or to the knowledge of SCBSeller, any other party thereto, of or under any such SCB Seller Contract and (vi) no third-party counterparty to any Seller Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Seller Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither FleetBoston 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 SCB Benefit Plan): oral) (i) 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 FleetBoston Reports filed prior to the date hereof, (ii) which contains a provision that materially restricts the conduct on of any material line of business by SCB or any of its Subsidiaries FleetBoston or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business material to Bank of America or FleetBoston in any geographic region which a financial holding company may lawfully engage, (iii) with or to a labor union or guild (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; (iv) including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt the occurrence of the SCB Shareholder Approval any shareholder approval 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 or affected by 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB FleetBoston Disclosure Schedule, is referred to herein as a “SCB "FleetBoston Contract”. SCB ," and neither FleetBoston nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereof. (b) In each case, except asabove by any of the other parties thereto that is reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBFleetBoston. (b) With such exceptions that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on FleetBoston, (i) each SCB FleetBoston Contract is valid and binding on SCB FleetBoston or one any of its Subsidiaries, as applicable, and is in full force and effect, (ii) SCB FleetBoston and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB FleetBoston Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (viii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of SCB FleetBoston or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB FleetBoston Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB IBKC Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofIBKC Reports, as of the date hereof, neither SCB IBKC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB IBKC Benefit Plan): : (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB IBKC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; ; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite IBKC 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 SCB; IBKC; (v) (A) that relates to the incurrence of indebtedness by SCB IBKC or any of its 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 and securities sold under agreements to repurchase, in each case case, incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB IBKC or any of its Subsidiaries of, or any similar commitment by SCB IBKC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any IBKC Report(s) filed since January 1, 2019 or (C) that provides for any material indemnification or similar obligations on entered into in the part ordinary course of SCB or any of its Subsidiaries; business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB IBKC or its Subsidiaries, taken as a whole; ; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum (other than any such contracts which are terminable by SCB IBKC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of creditnotice), other customary banking products offered by SCB than with respect to indebtedness disclosed in any IBKC Report(s) filed since January 1, 2019 or its Subsidiaries, leases or derivatives issued or other agreements entered into in the ordinary course of business; ; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB IBKC or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB IBKC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB IBKC Disclosure Schedule, is referred to herein as a an “SCB IBKC Contract”. SCB .” IBKC has made available to CBC First Horizon true, correct and complete copies of each SCB IBKC Contract in effect as of the date hereof. (bi) In each caseEach IBKC Contract is valid and binding on IBKC 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectIBKC, (ii) SCB IBKC and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB IBKC Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (iii) to the knowledge of SCBIBKC, each third-party counterparty to each SCB IBKC Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB IBKC Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC, (iv) SCB does not have neither IBKC nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB IBKC Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBKC, and (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 SCB IBKC or any of its Subsidiaries, or to the knowledge of SCBIBKC, any other party thereto, of or under any such SCB IBKC Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on IBKC.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.13(a) of the SCB Old National Disclosure Schedule or as filed with or incorporated into any SCB Old National Report filed prior to the date hereof, as of the date hereof, neither SCB Old National 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 SCB Old National Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Old National or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Old National 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 SCBOld National; (v) (A) that relates to the incurrence of indebtedness by SCB Old National or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Old National or any of its Subsidiaries of, or any similar commitment by SCB Old National or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Old National 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 SCB Old National or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB Old National 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 SCB Old National or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Old National or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Old National or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.13(a) (excluding any SCB Old National Benefit Plan), whether or not set forth in the SCB Old National Disclosure Schedule, is referred to herein as a “SCB Old National Contract”. SCB Old National has made available to CBC First Midwest true, correct and complete copies of each SCB Old National Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBOld National, (i) each SCB Old National Contract is valid and binding on SCB Old National or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Old National and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Old National Contract, (iii) to the knowledge of SCBOld National, each third-party counterparty to each SCB Old National Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Old National Contract, (iv) SCB Old National does not have knowledge of, and has not received notice of, any violation of any SCB Old National Contract by any of the other parties thereto, and (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 SCB Old National or any of its Subsidiaries, or to the knowledge of SCBOld National, any other party thereto, of or under any such SCB ContractOld National Contract and (vi) no third-party counterparty to any Old National Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Old National Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in at Section 6.13(a3.12(a) of the SCB Nutmeg Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB nor any of its Subsidiaries Nutmeg is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will materially restrict (either alone or upon the ability occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from NewMil, Nutmeg, New Milford Savings Bank, the Surviving Corporation Bank or any of its Affiliates NewMil's Subsidiaries to engage in any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Nutmeg, (iv) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (v) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or under which a right of cancellation or termination will arise as a result thereofthe Option 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, where such increase the Bank Merger Agreement or acceleration the Option Agreement. Nutmeg has previously delivered to NewMil true, correct and complete copies of benefits or obligationsall employment, 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale consulting 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that Nutmeg is a settlement, consent or similar agreement and contains any party. Section 3.12(a) of the Nutmeg Disclosure Schedule sets forth a list of all material continuing obligations contracts (as defined in Item 601(b)(10) of SCB or any Regulation S-K) of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityNutmeg. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB Nutmeg Disclosure Schedule, is referred to herein as a “SCB "Nutmeg Contract”. SCB ," and Nutmeg has made available to CBC truenot received notice of, correct and complete copies nor do any of each SCB Contract in effect as its executive officers know of, any violation of the date hereofany Nutmeg Contract. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Nutmeg Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries Nutmeg has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Nutmeg Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (viii) 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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Nutmeg under any such SCB Nutmeg Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a5.15(a) of the SCB CIT Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB CIT nor any of its the CIT Subsidiaries is a party to or bound by any contract, arrangement, contract or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which, upon the consummation 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, or the acceleration or vesting of any rights to any payment or benefits, from CIT, Newcourt or any of their respective Subsidiaries to any director, officer, employee, contractor or consultant thereof, (ii) 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 CIT Reports, (iiiii) which contains a provision that materially increases any benefits otherwise payable under any CIT compensation plan or other benefit arrangement, (iv) which requires CIT to register any securities under the Securities Act or otherwise or (v) which materially restricts the conduct on of any line of business by SCB CIT or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its CIT 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in clause (ii) of this Section 6.13(a) (excluding any SCB Benefit Plan5.15(a), whether or not set forth in Section 5.15(a) of the SCB CIT Disclosure Schedule, is referred to herein as a “SCB "CIT Contract”". SCB CIT has previously delivered or made available to CBC true, Newcourt true and correct and complete copies of each SCB Contract in effect as of the date hereofCIT Contract. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each CIT Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each neither CIT nor any of the CIT Subsidiaries is in default in respect of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB any CIT Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (v) 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 SCB CIT or any of its Subsidiariesthe CIT Subsidiaries under any CIT Contract, or and (iv) no other party to any CIT Contract is, to the knowledge of SCBCIT, in default in any other party thereto, of or under any such SCB Contractrespect thereunder.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB 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 SCB Benefit Plan): (i) which is a “material contract” (except as such term is defined disclosed in Item 601(b)(10) of Regulation S-K Section 3.9 of the SEC); MCCUE Disclosure Schedule, M▇▇▇▇ has not, is not a part▇ ▇▇, and is not bound by: (iia) which contains a provision any collective bargaining agreements; (b) any agreements or arrangements that materially restricts the conduct on contain any line of business by SCB severance pay or post-employment liabilities or obligations; (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any of its Subsidiaries other employee benefit plans or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation arrangements; (d) any employment or consulting agreement with an employee or individual consultant or salesperson; (e) any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with plan, including, without limitation, any labor organization; (iv) stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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, 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, where such increase ; (f) any fidelity or acceleration surety bond or completion bond; (g) any lease of benefits real or obligations, right personal property that does not terminate within six months; (h) any agreement of cancellation indemnification or termination, guaranty; (i) any agreement containing any covenant limiting its freedom to engage in any line of business or change in calculation of value of benefits would, either individually to compete with any Person or in the aggregate, reasonably be expected any geographic area or during any period of time; (j) any agreement relating to have a Material Adverse Effect on SCB; capital expenditures and involving future payments; (vk) (A) that relates any agreement relating to the incurrence disposition or acquisition of indebtedness by SCB assets or any of its Subsidiaries, including interest in 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 and securities sold under agreements to repurchase, in each case incurred in business enterprise outside the ordinary course of McCue's business; (l) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (h) hereof; (m) any letter of credit; (n) any distribution, joint marketing or development agreement; (o) any agreement pursuant to which it has granted or may grant in the future, to any Person a source-code license or option or other right to use or acquire a source-code; (p) any agreement relating to trademarks, copyrights, licenses, software development or any other Intellectual Property; or (q) any other agreement that is not cancelable without penalty within 30 days. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Section 3.9 of the MCCUE Disclosure Schedule, M▇▇▇▇ has not Materially bre▇▇▇▇▇, violated or defaulted under, or received notice that it has Materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth in Section 3.9 of the MCCUE Disclosure Schedule (a▇▇ ▇▇ch agreement, contract or commitment, a "MCCUE Contract"). Each MCCUE ▇▇▇▇ract is in full fo▇▇▇ ▇nd effect and, (B) that provides for except as otherwise disclosed in Section 3.9 of the guaranteeMCCUE Disclosure Schedule, supporti▇ ▇▇▇ subject to any default thereunder, assumption or endorsement of which MCCUE has knowledge, by SCB any ▇▇▇▇▇ obligated to MCCUE or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilitySubsidia▇▇▇▇ pursuant thereto. Each contract, arrangement, commitment or understanding Section 3.9 of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)MCCUE Disclosure Schedule id▇▇▇▇▇ies each MCCUE Contract that requires ▇ ▇▇nsent, whether waiver or not set forth in the SCB Disclosure Schedule, is referred approval to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in preserve all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge rights of, and has not received notice ofbenefits to, any violation of any SCB Contract MCCUE under such MCCUE Contr▇▇▇ ▇s a result o▇ ▇▇▇ering into this Agreement or effecting the transactions contemplated by any of the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contractthis Agreement.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Pinnacle 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 SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation 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 IFC, Pinnacle, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee 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 Pinnacle Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB Pinnacle, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 increased, or the basis of any vesting 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof.12 (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Each Pinnacle Contract is valid and binding on SCB Pinnacle or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Pinnacle and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Pinnacle Contract, (iii) to except where such noncompliance, individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does would not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on Pinnacle, and (viii) 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 SCB Pinnacle or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB Pinnacle Contract, except where such default, individually or in the aggregate, would not have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in Section 6.13(a) Schedule 4.15 of the SCB Premier Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedules, neither SCB Premier nor any of its Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral but excluding oral) with respect to the employment of any SCB Benefit Plan): directors, officers or employees other than in the ordinary course of business consistent with past practice; (iii) any contract, arrangement, commitment or understanding (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from Premier, Northern Illinois, GPF, or any of their respective Subsidiaries to any officer, director or employee thereof; (iii) any contract, arrangement, commitment or understanding (whether written or oral) 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 Premier Reports; (iiiv) any contract, arrangement, commitment or understanding (whether written or oral) which contains a provision that materially restricts the conduct on of any line of business by SCB Premier; (v) any contract, arrangement, commitment or any of its Subsidiaries understanding (whether written or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation oral) with a labor union or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effectcollective bargaining agreement); or (iiivi) which is a collective bargaining agreement any contract, arrangement, commitment or similar agreement with understanding (whether written or oral), including any labor organization; (iv) stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 . Premier has previously made available to Northern Illinois true and correct copies 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Premier is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.15(a), whether or not set forth in the SCB Premier Disclosure ScheduleSchedules, is referred to herein as a “SCB "Premier Contract”. SCB ", and neither Premier nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereof. (b) In each caseabove by any of the other parties thereto which, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, Premier or GPF. (i) each SCB Each Premier Contract is valid and binding on SCB Premier or one any of its Subsidiaries, as applicable, and is in full force and effect, (ii) SCB Premier and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Premier Contract, (iii) to except where such noncompliance, individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does would not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on Premier, and (viii) 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 SCB Premier or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB Premier Contract, except where any such default, individually or in the aggregate, would not have a Material Adverse Effect on Premier or GPF.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Carbon nor any of its Subsidiaries Carbon Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which is would have a “material contract” (as such term is defined Material Adverse Effect, whether or not made in Item 601(b)(10) the ordinary course of Regulation S-K business, or any agreement restricting its business activities, including, without limitation, agreements or memoranda of the SEC); understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument, written or oral, relating to the conduct on any line borrowing of business money by SCB Carbon or any Carbon Subsidiary or the guarantee by Carbon or any Carbon Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by Carbon or any Carbon Subsidiary (without payment of any penalty or cost), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Carbon or any Carbon Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon consummation the occurrence of a transaction involving Carbon of the transactions nature contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Agreement, or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any agreement or plan, written or oral, including any stock option plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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, 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, 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in matter Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereof. (b) In each caseNeither Carbon nor any Carbon Subsidiary is in default under any agreement, except ascommitment, either individually arrangement, lease, insurance policy, or other instrument, whether entered into in the aggregateordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would not constitute such a default. (c) There are no renegotiations or attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Carbon or any Carbon Subsidiary under any contract and Carbon and each Carbon Subsidiary has received no demands for such renegotiation. (d) Neither Carbon nor any Carbon Subsidiary has entered into any contract and there is no commitment, judgment, injunction, order or decree to which Carbon or any Carbon Subsidiary is a party or subject to that has or could reasonably be expected to have the effect of prohibiting or impairing the conduct of business by Carbon or any Carbon Subsidiary or any contract that may be terminable as a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one result of its Subsidiaries, Evergreen's status as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation a competitor of any SCB Contract by any of the other parties thereto, and (v) no event party to such contract 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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contractarrangement.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Sunshine Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSection 3.13(a) lists, as of the date hereof, neither SCB nor any of its Subsidiaries is a party to or bound by any all contract, arrangement, commitment or understanding (whether written or oral but excluding oral), other than any SCB Sunshine Benefit Plan): , entered into by Sunshine or its Subsidiary or by which Sunshine or its Subsidiary may be bound: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ) (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct on of any line of business by SCB Sunshine or any of its Subsidiaries Subsidiary or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or its Subsidiary to engage in any line of business that is material to Sunshine and its Subsidiary, taken as a whole; (iii) with or to a labor union or guild (including any collective bargaining agreement); or (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 materially restrict the ability result in any payment (whether change of control, severance pay or otherwise) becoming due from Sunshine, the Surviving Corporation Entity or any of its Affiliates their respective Subsidiary to engage in any line of business officer, employee or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect)director; (iiivi) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or the vesting of benefits of which will be accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vivii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Sunshine or its SubsidiariesSubsidiary, taken as a whole. Section 3.13(a) of the Sunshine Disclosure Schedule also lists Sunshine contracts: (i) related to the borrowing by Sunshine or its Subsidiary of money other than those entered into in the 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; (viiii) 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 similar agreement or arrangement; (iv) which creates relates to capital expenditures and involves future payment obligations payments in excess of $100,000 per annum other than any such contracts in the aggregate; or (v) which are is not terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required and involves the payment or other conditions, other of more than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability$100,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.13(a), whether or not set forth in the SCB Sunshine Disclosure Schedule, is referred to herein as a “SCB Sunshine Contract”,” and neither Sunshine nor its Subsidiary knows of, or has received written, or to Sunshine’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 Sunshine. SCB Sunshine has made available to CBC true, CenterState complete and correct and complete copies of each SCB Contract in effect as of the date hereofall Sunshine Contracts identified on Sunshine Disclosure Schedule 3.13(a). (b) In each case, except asas would not reasonably be likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, Sunshine: (i) each SCB Sunshine Contract is valid and binding on SCB Sunshine or one of its SubsidiariesSubsidiary, as applicable, and in full force and effect, (ii) SCB Sunshine and each of its Subsidiaries has in all material respects complied with and Subsidiary have performed all obligations required to be performed by it prior to the date hereof under each SCB Sunshine Contract, (iii) to the knowledge of SCBSunshine’s knowledge, each third-party counterparty to each SCB Sunshine Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, Sunshine Contract and (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB Sunshine or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiary under any such SCB Sunshine Contract. (c) Sunshine Disclosure Schedule 3.13(c) sets forth a true and complete list of all Sunshine 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 Sunshine of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Certain Contracts. (a) Except as set forth Neither First Virginia nor any First Virginia Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in Section 6.13(a) the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to banking business), outstanding on the date hereof, as or any agreement expressly restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument, written or oral, outstanding on the date hereof, neither SCB nor relating to the borrowing of money by First Virginia or any First Virginia Subsidiary or the guarantee by First Virginia or any First Virginia Subsidiary of its Subsidiaries is a party any such obligation, which cannot be terminated within less than 30 days after the Closing Date by First Virginia or any First Virginia Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or bound by Federal Reserve Bank advances), where the amount borrowed or guaranteed exceeds $500,000 in the aggregate (iii) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral but excluding oral, outstanding on the date hereof, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any SCB Benefit Plan): present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by First Virginia or any First Virginia Subsidiary (i) without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K transaction involving First Virginia of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions nature contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Agreement, or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any agreement or plan, written or oral, including any stock option plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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, 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. Each agreement, where such increase arrangement, commitment, indenture and plan Disclosed pursuant to this Section 3.15(a) is as of the date hereof valid and binding on First Virginia or acceleration its applicable Subsidiary and, to the knowledge of benefits or obligationsFirst Virginia, right of cancellation or terminationagainst the other parties thereto. (b) Neither First Virginia nor any First Virginia Subsidiary is in default under any agreement, commitment, arrangement, lease, insurance policy, or change in calculation of value of benefits wouldother instrument, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or whether entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset otherwise and under which SCB whether written or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and there has not received notice ofoccurred any event that, any violation of any SCB Contract by any of with the other parties thereto, and (v) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material breach or default on the part of SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contractdefault.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Life nor any of its Subsidiaries Life Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument, written or oral, relating to the conduct on any line borrowing of business money by SCB Life or any Life Subsidiary or the guarantee by Life or any Life Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by Life or any Life Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Life or any Life Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is materially altered, upon consummation the occurrence of a transaction involving Life of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving Corporation BB&T Option Agreement, or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the BB&T Option 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 or the BB&T Option Agreement. Each matter Disclosed pursuant to this Section 3.15(a) is in full force and effect. (b) Neither Life nor any Life Subsidiary is in default under any agreement, where such increase or acceleration of benefits or obligationscommitment, right of cancellation or terminationarrangement, lease, insurance policy, or change in calculation of value of benefits wouldother instrument, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or whether entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset otherwise and under which SCB whether written or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and there has not received notice ofoccurred any event that, any violation of any SCB Contract by any of with the other parties thereto, and (v) no event or condition exists which constitutes or, after notice or lapse of time or giving of notice or both, will constitute, would constitute such a material breach or default on the part of SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contractdefault.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB Company Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Company Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB the Company or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates affiliates to engage in any line of business or in any geographic region region; (including any exclusivity or exclusive dealing provisions ii) that is a contract with one of the Company’s top ten (10) suppliers, based on the aggregate amount spent by the Company and its Subsidiaries with respect to such an effect); supplier during the twelve (12) months ended December 31, 2024; (iii) which contains a provision prohibiting the Company or its Subsidiaries or upon consummation of the Merger will prohibit the Surviving Corporation or any of its affiliates from soliciting customers, clients or employees; (iv) which is a collective bargaining agreement or similar agreement with any labor organization; ; (ivv) any of the material benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Written Consent 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 SCB; ; (vvi) (A) that relates to is an agreement for the incurrence of indebtedness by SCB the Company or any of its 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 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB the Company or any of its Subsidiaries of, or any similar commitment by SCB the Company or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B)) above, in the principal amount of $100,000 1,000,000 or more, or ; (Cvii) that provides for is any material indemnification alliance, cooperation, joint venture, shareholders’, partnership or similar obligations on agreement involving a sharing of profits or losses relating to the part of SCB Company or any of its Subsidiaries; ; (viviii) any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement; (ix) 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 the Company 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 SCB the Company or its Subsidiaries, taken as a whole; ; (viix) which creates future payment obligations in excess of $100,000 250,000 per annum (other than any such contracts which are terminable by SCB 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), other than extensions of credit, other customary banking products offered by SCB the Company or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; business consistent with past practice; (viiixi) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB the Company or any of its Subsidiaries; or ; (ixxii) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB the Company or its Subsidiaries have or may have material ongoing obligations or liabilities (including with respect to any “earn-out,” contingent purchase price or similar contingent payment obligation, or any material indemnification liability after the date hereof); (xiii) 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, 2024, as applicable, were in excess of $250,000; (xiv) that is any contract or agreement that (A) grants the Company 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 annual payments in excess of $150,000, (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 the Company or any of its Subsidiaries and that is material to their business, taken as a whole or (C) restricts the right of the Company or one of its Subsidiaries to use or register any Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries; or (xv) that relates to the pledge of or Lien on any material obligation assets of the Company or liabilityits Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Company Disclosure Schedule, is referred to herein as a “SCB Company Contract”” and neither the Company nor any of its Subsidiaries has knowledge of, or has received written, or to the knowledge of the Company, oral notice of, any violation of any the Company Contract by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. SCB The Company has made available to CBC Parent true, correct and complete copies of each SCB Company Contract in effect as of the date hereof. (b) In each case, except asas would not reasonably be likely to be, either individually or in the aggregate, would not reasonably be expected material to have the Company and its Subsidiaries, taken as a Material Adverse Effect on SCB, (i) whole: each SCB Company Contract is valid and binding on SCB the Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB the Company and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it prior to the date hereof under each SCB Company Contract, (iii) to the knowledge of SCBthe Company, each third-party counterparty to each SCB Company Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Company Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB the Company or any of its SubsidiariesSubsidiaries or, or to the knowledge of SCBthe Company, any other party counterparty thereto, of or under any such SCB Company Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, except as disclosed in Section 4.2(m) of the ZiaSun Disclosure Schedule, neither SCB ZiaSun nor any Subsidiary of its Subsidiaries ZiaSun has, is a party to to, or is bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): by: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); any collective bargaining agreements; (ii) which contains a provision any agreements or arrangements that materially restricts the conduct on contain any line of business by SCB severance pay or any of its Subsidiaries post-employment liabilities or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); obligations; (iii) which is a collective bargaining agreement any bonus, deferred compensation, pension, profit sharing or similar agreement with retirement plans, or any labor organization; other employee benefit plans or arrangements; (iv) any employment or consulting agreement with an employee or individual consultant or salesperson; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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, 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, where such increase ; (vi) any fidelity or acceleration surety bond or completion bond; (vii) any lease of benefits real or obligations, right personal property having a value or obligation individually in excess of cancellation or termination$100,000, or change that does not terminate within six months; (viii) any agreement of indemnification or guaranty; (ix) any agreement containing any covenant limiting its freedom to engage in calculation any line of value of benefits would, either individually business or to compete with any Person or in the aggregate, reasonably be expected any geographic area or during any period of time; (x) any agreement relating to have a Material Adverse Effect on SCB; capital expenditures and involving future payments in excess of $50,000; (vxi) (A) that relates any agreement relating to the incurrence disposition or acquisition of indebtedness by SCB assets or any of its Subsidiaries, including interest in 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 and securities sold under agreements to repurchase, in each case incurred in business enterprise outside the ordinary course of ZiaSun's or any Subsidiary of ZiaSun's business); (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (Bviii) hereof; (xiii) any letter of credit in excess of $50,000; (xiv) any distribution, joint marketing or development agreement; (xv) any agreement pursuant to which it has granted or may grant in the future, to any Person a source-code license or option or other right to use or acquire a source-code; (xvi) any agreement relating to trademarks, copyrights, licenses, software development or any other Intellectual Property; or (xvii) any other agreement that provides involves $100,000 or more and is not cancelable without penalty within 30 days. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the guaranteelapse of time, supportgiving of notice, assumption or endorsement by SCB or both, as are all noted in Section 4.2(m) of the ZiaSun Disclosure Schedule, neither ZiaSun nor any of its Subsidiaries ofhas breached, violated or defaulted under, or any similar commitment by SCB received notice that it has breached, violated or defaulted under, any of its Subsidiaries with respect to, the obligations, liabilities terms or indebtedness conditions of any other Personagreement, in contract or commitment required to be set forth on Section 4.2(m) of the case of each of clauses ZiaSun Disclosure Schedule (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB agreement, contract or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionscommitment, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability"ZiaSun Contract"). Each contractZiaSun Contract is in full force and effect and, arrangement, commitment or understanding except as otherwise disclosed in Section 4.2(m) of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB ZiaSun Disclosure Schedule, is referred not subject to herein as a “SCB Contract”. SCB any default thereunder, of which ZiaSun has made available knowledge, by any party obligated to CBC true, correct and complete copies of each SCB Contract in effect as ZiaSun or any of the date hereof. (bSubsidiaries pursuant thereto. Section 4.2(m) In of the ZiaSun Disclosure Schedule identifies each caseZiaSun Contract that requires a consent, except as, either individually waiver or in the aggregate, would not reasonably be expected approval to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in preserve all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge rights of, and has not received notice ofbenefits to, any violation of any SCB Contract by ZiaSun or any of the Subsidiaries under such ZiaSun Contract as a result of entering into this Agreement or effecting the Merger or the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contracttransactions contemplated by this Agreement.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, except as disclosed in Section 4.1(m) of the Telescan Disclosure Schedule, neither SCB Telescan nor any Subsidiary of its Subsidiaries Telescan has, is a party to to, or is bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): by (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); any collective bargaining agreements; (ii) which contains a provision any agreements or arrangements that materially restricts the conduct on contain any line of business by SCB severance pay or any of its Subsidiaries post-employment liabilities or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); obligations; (iii) which is a collective bargaining agreement any bonus, deferred compensation, pension, profit sharing or similar agreement with retirement plans, or any labor organization; other employee benefit plans or arrangements; (iv) any employment or consulting agreement with an employee or individual consultant or salesperson; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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, 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, where such increase ; (vi) any fidelity or acceleration surety bond or completion bond; (vii) any lease of benefits real or obligations, right personal property having a value or obligation individually in excess of cancellation or termination$100,000, or change that does not terminate within six months; (viii) any agreement of indemnification or guaranty; (ix) any agreement containing any covenant limiting its freedom to engage in calculation any line of value of benefits would, either individually business or to compete with any Person or in the aggregate, reasonably be expected any geographic area or during any period of time; (x) any agreement relating to have a Material Adverse Effect on SCB; capital expenditures and involving future payments in excess of $50,000; (vxi) (A) that relates any agreement relating to the incurrence disposition or acquisition of indebtedness by SCB assets or any of its Subsidiaries, including interest in 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 and securities sold under agreements to repurchase, in each case incurred in business enterprise outside the ordinary course of Telescan's or any Subsidiary of Telescan's business); (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (Bviii) hereof; (xiii) any letter of credit in excess of $50,000; (xiv) any distribution, joint marketing or development agreement; (xv) any agreement pursuant to which it has granted or may grant in the future, to any Person a source-code license or option or other right to use or acquire a source-code; (xvi) any agreement relating to trademarks, copyrights, licenses, software development or any other Intellectual Property; or (xvii) any other agreement that provides involves $100,000 or more and is not cancelable without penalty within 30 days. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the guaranteelapse of time, supportgiving of notice or both, assumption or endorsement by SCB or as are all noted in Section 4.1(m) of the Telescan Disclosure Schedule, neither Telescan nor any of its Subsidiaries ofhas breached, violated or defaulted under, or any similar commitment by SCB received notice that it has breached, violated or defaulted under, any of its Subsidiaries with respect to, the obligations, liabilities terms or indebtedness conditions of any other Personagreement, in contract or commitment required to be set forth on Section 4.1(m) of the case of each of clauses Telescan Disclosure Schedule (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB agreement, contract or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionscommitment, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityan "Telescan Contract"). Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Telescan Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effecteffect and, (iiexcept as otherwise disclosed in Section 4.1(m) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contract.the

Certain Contracts. (a) 4.11.1. Except as set forth in disclosed on Section 6.13(a) 4.11.1 of the SCB NCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB nor any of its Subsidiaries NCB is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which is a “material contract” (as such term is defined with respect to the employment of any directors, officers, employees or consultants, other than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC); business consistent with past practice, (ii) which contains a provision that materially restricts the conduct on any line that, upon execution of business by SCB this Agreement or any of its Subsidiaries consummation or upon consummation shareholder 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 Holdco, NCB, the Resulting Institution, or any of their respective Subsidiaries to any officer or employee of NCB thereof, (iii) that materially restricts the conduct of any line of business by NCB or, to the knowledge of NCB, upon consummation of the Merger or Bank Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates Resulting Institution to engage in any line of business in which a bank holding company may lawfully engage, (iv) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) including any stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or similar agreement with any labor organization; (iv) benefits plan in which any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt the occurrence of the SCB Shareholder Approval any shareholder approval 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 or affected by 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityotherwise material. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)4.11.1, whether or not set forth in the SCB NCB Disclosure Schedule, is referred to herein as a an “SCB NCB Contract”. SCB has made available to CBC true, correct ,” and complete copies of each SCB Contract in effect as of the date hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Contract, (iii) to the knowledge of SCB, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB NCB does not have knowledge know of, and has not received notice of, any material violation of any SCB NCB Contract by any of the other parties thereto, and (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 SCB or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or under any such SCB Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB Company Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofCompany Reports, as of the date hereof, neither SCB the Company nor any of its the Company Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Company Benefit Plan): ): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB the Company or any of its the Company Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; ; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Company 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 SCB; the Company; (v) (A) that relates to the incurrence of indebtedness by SCB the Company or any of its the Company 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 and securities sold under agreements to repurchase, in each case case, incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB the Company or any of its the Company Subsidiaries of, or any similar commitment by SCB the Company or any of its the Company Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 10,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB the Company or its the Company Subsidiaries, taken as a whole; ; (vii) which creates future payment obligations from the Company or any of the Company Subsidiaries in excess of $100,000 1,000,000 per annum (other than any such contracts which are terminable by SCB the Company or any of its the Company Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of creditnotice); (viii) which creates future payment obligations in excess of $1,000,000 per annum with respect to derivatives contracts, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or except for such contracts that are entered into in back-to-back fashion (i.e., customer-facing derivatives hedged by street-facing derivatives), consist of balance sheet swaps, or are otherwise consistent with the ordinary course Company’s Treasury Policy Manual (with the exception of business; swaptions); (viiiix) that is a settlement, co-existence agreement pertaining to any material trademarks, consent or similar agreement and contains any material continuing obligations of SCB the Company or any of its the Company Subsidiaries; or ; (ixx) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB the Company or its the Company Subsidiaries have or may have a material obligation or liability; (xi) that relates to any material joint venture, partnership or other similar agreement; or (xii) which the Company or any of the Company Subsidiaries (A) grants any license or other rights under any material Intellectual Property owned by the Company or any of the Company Subsidiaries, excluding any license or other rights granted to vendors in the ordinary course of business consistent with past practice, or (B) receives any license or other rights under any Intellectual Property material to the business of the Company or any of the Company Subsidiaries, other than in the ordinary course of business. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Company Disclosure Schedule, is referred to herein as a “SCB Company Contract”. SCB .” The Company has made available to CBC Parent true, correct and complete copies of each SCB Company Contract in effect as of the date hereof. (b) In each case, except asas would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCBthe Company, (i) each SCB Company Contract is valid and binding on SCB the Company or one of its the Company Subsidiaries, as applicable, and in full force and effect, (ii) SCB the Company and each of its the Company Subsidiaries has in all material respects have complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB Company Contract, (iii) to the knowledge of SCBthe Company, each third-party counterparty to each SCB Company Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB Company Contract, (iv) SCB does not have neither the Company nor any of the Company Subsidiaries has knowledge of, and or has not received notice of, (A) any violation of any SCB Company Contract by any of the other parties theretothereto or (B) any dispute with any third party to any Company Contract, and (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 SCB the Company or any of its the Company Subsidiaries, or or, to the knowledge of SCBthe Company, any other party thereto, of or under any such SCB Company Contract, and (vi) no third-party counterparty to any Company Contract 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 Pandemic or the Pandemic Measures.

Certain Contracts. (a) Except as set forth in Section 6.13(aon the Mid-Valley Disclosure Schedule, (a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB nor any of its Subsidiaries Mid-Valley is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which with respect to the employment of any directors, officers, employees or consultants, (ii) that, upon the consummation 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 Mid-Valley, Bancorp, the Surviving Bank, or any of their respective Subsidiaries to any officer or employee thereof, (iii) that is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K B of the SEC); , (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB Mid-Valley, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval 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. Mid-Valley has previously delivered to Bancorp true and correct copies of all employment, where such increase or acceleration consulting, and compensation agreements that are in writing and a written summary 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its 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 and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any all such contracts which that are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into material to Mid-Valley and not in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilitywriting. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)section, whether or not set forth in the SCB Mid-Valley Disclosure Schedule, is referred to herein as a “SCB Mid-Valley Contract”. SCB .” Mid-Valley does not know of, nor has made available to CBC trueit received notice of, correct and complete copies any violation of each SCB any Mid-Valley Contract in effect as by any of the date hereof. (b) In each caseother parties thereto that, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, Mid-Valley. (i) each SCB Each Mid-Valley Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB and each of its Subsidiaries Mid-Valley has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Mid-Valley Contract, (iii) to except where such noncompliance, individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does would not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on Mid-Valley, and (viii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will would constitute, a material breach or default on the part of SCB or any of its SubsidiariesMid-Valley or, or to the knowledge of SCBMid-Valley, on the part of any other party thereto, of or under any such SCB Mid-Valley Contract, except where such default, individually or in the aggregate, would not have a Material Adverse Effect on Mid-Valley. Section 4.4 of the Mid-Valley Disclosure Schedule specifies consents and approvals that are required by a party to a Mid-Valley Contract to maintain such Mid-Valley Contract in effect following the Merger.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Lycos 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 SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or stockholder approval of the Transactions 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 Lycos or Newco or any of their respective Subsidiaries to any officer or employee 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 Lycos Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Lycos or upon consummation of the transactions contemplated by this Agreement Transactions will materially restrict the ability of the Surviving Corporation or any of its Affiliates Newco to engage in any line of business business, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of any stockholder approval or the execution and delivery of this Agreement, receipt consummation of the SCB Shareholder Approval 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 thereofTransactions, 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 . Lycos has previously made or acceleration promptly following the date hereof will make available to TMCS true and correct copies 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 SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all material employment 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 and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB 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 $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB 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 SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB 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 SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Lycos is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan6.14(a), whether or not set forth in the SCB Lycos Disclosure Schedule, is referred to herein as a “SCB "Lycos Contract”. SCB ," and neither Lycos nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereof. (b) In each caseabove by any of the other parties thereto which will have, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB, Lycos. (i) each SCB Each Lycos Contract is valid and binding on SCB Lycos or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) SCB Lycos and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each SCB Lycos Contract, (iii) to except where such noncompliance, either individually or in the knowledge of SCBaggregate, each third-party counterparty to each SCB Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such SCB Contract, (iv) SCB does will not have knowledge of, and has not received notice of, any violation of any SCB Contract by any of the other parties theretoa Material Adverse Effect on Lycos, and (viii) 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 SCB Lycos or any of its Subsidiaries, or to the knowledge of SCB, any other party thereto, of or Subsidiaries under any such SCB Lycos Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on Lycos.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.14(a) of the SCB Cadence Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofCadence Reports, as of the date hereof, neither SCB Cadence nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral), but excluding any SCB Cadence Benefit Plan): : (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB Cadence or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation Entity or any of its Affiliates affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); region; (iii) which is a collective bargaining agreement or similar agreement with any labor organization; ; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Requisite Cadence 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 SCB; Cadence; (v) (A) that relates to the incurrence of indebtedness by SCB Cadence or any of its 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 and securities sold under agreements to repurchase, in each case case, incurred in the ordinary course of businessbusiness consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by SCB Cadence or any of its Subsidiaries of, or any similar commitment by SCB Cadence or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 25,000,000 or more, but, in each case, excluding any indebtedness disclosed in any Cadence Report(s) filed since January 1, 2021 or (C) that provides for any material indemnification or similar obligations on entered into in the part ordinary course of SCB or any of its Subsidiaries; business; (vi) that grants any material right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Cadence or its Subsidiaries, taken as a whole; ; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum (other than any such contracts which are terminable by SCB Cadence or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions the condition of creditnotice), other customary banking products offered by SCB than with respect to indebtedness disclosed in any Cadence Report(s) filed since January 1, 2021 or its Subsidiaries, leases or derivatives issued or other agreements entered into in the ordinary course of business; ; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Cadence or any of its Subsidiaries; or or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Cadence or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Cadence Disclosure Schedule, is referred to herein as a “SCB Cadence Contract”. SCB .” Cadence has made available to CBC BancorpSouth true, correct and complete copies of each SCB Cadence Contract in effect as of the date hereof. (bi) In each caseEach Cadence Contract is valid and binding on Cadence 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 SCB, (i) each SCB Contract is valid and binding on SCB or one of its Subsidiaries, as applicable, and in full force and effectCadence, (ii) SCB Cadence and each of its Subsidiaries has have in all material respects complied with and performed all obligations required to be complied with or performed by it any of them to date under each SCB Cadence Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cadence, (iii) to the knowledge of SCBCadence, each third-party counterparty to each SCB Cadence Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such SCB Cadence Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cadence, (iv) SCB does not have neither Cadence nor any of its Subsidiaries has knowledge of, and or has not received notice of, any violation of any SCB Cadence Contract by any of the other parties theretothereto which would reasonably be expected to have, and either individually or in the aggregate, a Material Adverse Effect on Cadence, (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 SCB Cadence or any of its Subsidiaries, or to the knowledge of SCBCadence, any other party thereto, of or under any such SCB Cadence Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cadence and (vi) no third-party counterparty to any Cadence Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Cadence Contract as a result of a Pandemic or the Pandemic Measures.