Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

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

Certain Contracts. (a) Neither Except as set forth in Schedule 3.14 hereto, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants, other with respect to the employment of any consultant which cannot be terminated with a payment of less than in the ordinary course of business consistent with past practice$25,000, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Company or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains (A) any non-competition which is a consulting or exclusive dealing agreement, or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or obligation less notice and involves the payment of more than $25,000 per annum, (v) which purports to limit or restrict, or following restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to a party (other than Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company or its Subsidiaries) that is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, section is referred to herein as a “"Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto". (b) Except as set forth in Schedule 3.14(b) hereto, (i) Each each Company Contract is legal, valid and binding on upon the Company or its applicable a Subsidiary of the Company, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, (ii) the Company and each Company Subsidiary or Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any product it manufactures or sells or has manufactured or sold or has made or agreed to make any indemnification payment, or replacement with respect to any product warranty claim, except for (i) the warranties and/or agreement(s) to indemnify or replace product of which true and correct copies have been delivered to Parent, (ii) the warranties applicable under the Uniform Commercial Code as in effect from time to time in the jurisdictions in which its products are sold and (iii) any other warranties under other state or federal laws.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, Corporation or any of their respective Subsidiaries to any officer officer, director or employee consultant of the Company or any Subsidiary thereofof its Subsidiaries, (iii) that as of the date of this Agreement which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of more than $100,000 per annum in the case of any non-competition one such agreement or exclusive dealing agreement$200,000 in total payments in the case of all such agreements, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding contract of the type described in clause (iii) of this Section 5.134.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract,.” The Company has previously delivered or made available to Parent true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any each contract of the other parties theretotype described in this Section 4.15(a). (b) Except as set forth in Section 4.15(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects of its Subsidiaries have performed all obligations required to be performed by it them to date under each Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, and (iv) no other party to any Company Contract is, to the knowledge of the Company, in default in any respect thereunder.

Certain Contracts. (a) Neither the Company MGIC nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMGIC, Radian, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereofMGIC Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by MGIC or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vii) any MGIC Reinsurance Contract (as defined in Section 4.14(b)), other than captive mortgage reinsurance contracts, where the Company amount of risk ceded as of December 31, 2006 exceeds $250 million. MGIC has previously made available to Radian true and correct copies of all employment and deferred compensation agreements which are in writing and to which MGIC or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company MGIC Disclosure Schedule, is referred to herein as a “Company MGIC Contract,” and neither the Company MGIC nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MGIC. (b) (i) Each Company MGIC Contract and each material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which MGIC or any of its Subsidiaries is a party (each a “MGIC Reinsurance Contract”) is valid and binding on the Company or MGIC and/or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company MGIC and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company MGIC Contract and each MGIC Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC, (iii) to MGIC’s knowledge each third-party counterparty to each MGIC Contract and each MGIC Reinsurance Contract has in all material respects performed all obligations required to be performed by it to date under such MGIC Contract or MGIC Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company MGIC or any of its Subsidiaries under any such Company MGIC Contract or MGIC Reinsurance Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MGIC.

Certain Contracts. (a) Neither Except for any Contracts described in clauses (i), (iii), (iv), (v), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi), (xix) and (xx) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 5.12(a) of the Company nor any Company Subsidiary is iPCS Disclosure Schedule contains a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) complete and accurate list of each of the following Contracts: (i) Contracts of iPCS or any of its Subsidiaries relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business) (such Contracts being referred to herein as the "iPCS Debt Agreements"); (ii) Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the employment equity of iPCS or any of its Subsidiaries; (iii) any letters of credit or similar arrangements relating to iPCS or any of its Subsidiaries; (iv) any Contracts with any employee of iPCS or any of its Subsidiaries and any consulting agreements with another Person; (v) any management, consulting or advisory Contracts or severance plans or arrangements for any present employee or former employee of iPCS or any of its Subsidiaries that are currently in effect; (vi) any non-disclosure Contracts and non-compete Contracts binding present employees of iPCS or any of its Subsidiaries; (vii) any Contract under which iPCS or any of its Subsidiaries is a lessee of or holds or operates any property, real or personal; (viii) any Contract under which iPCS or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal; (ix) any Contract relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any directorsPerson involving iPCS or any of its Subsidiaries and pursuant to which iPCS or any of its Subsidiaries has any material liability, officerscontingent or otherwise; (x) any Contract, employees other than Contracts entered into in the ordinary course of iPCS' or consultantsany of its Subsidiaries' business consistent with past practice, which prevents iPCS or any of its Subsidiaries from disclosing confidential information; (xi) any Contract which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person; (xii) any sales distribution Contracts, franchise Contracts and advertising Contracts relating to iPCS or any of its Subsidiaries; (xiii) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by iPCS or any of its Subsidiaries; (xiv) any Contract pursuant to which iPCS or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person; (xv) any Contract pursuant to which iPCS or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvi) any Contract pursuant to which iPCS has agreed to shift or allocate the liability of iPCS, any of its Subsidiaries or any other Person for Taxes; (xvii) any Contract pursuant to which iPCS may be required to file a registration statement under the Securities Act with respect to any securities issued by iPCS; (xviii) any Contract with respect to a joint venture or partnership; (xix) any resale Contract or mobile virtual network operator Contract; (xx) any vendor Contracts; (xxi) any construction Contracts or construction management Contracts; (xxii) any powers of attorney granted by or on behalf of iPCS or any of its Subsidiaries other than in the ordinary course of business consistent with past practice, business; and (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (Axxiii) any non-competition or exclusive dealing agreement, or any other agreement or obligation Contract to which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company iPCS or any of its Subsidiaries is a party or by which iPCS or any of its Subsidiaries is bound and which is material to iPCS and its Subsidiaries taken as a whole. (b) With respect to each iPCS Contract (as defined below), except as set forth in Section 5.12(b) of the iPCS Disclosure Schedule and except as it has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on iPCS: (i) the iPCS Contract is in full force and effect and enforceable in accordance with its terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and is valid and binding on iPCS (or, following consummation to the extent a Subsidiary of iPCS is a party, such Subsidiary) and, to the knowledge of iPCS, any other party thereto; (ii) neither iPCS nor any of its Subsidiaries is in breach or default thereof, nor has iPCS or any of its Subsidiaries received notice that it is in breach of or default thereof; (iii) to the knowledge of iPCS, no event has occurred which, with notice, or lapse of time or both, would constitute a breach or default thereof by iPCS or any of its Subsidiaries or by any other party thereto; (iv) to the knowledge of iPCS, no event has occurred that would permit termination, modification, or acceleration thereof by any other party thereto; and (v) neither iPCS nor any of its Subsidiaries nor to the knowledge of iPCS, any other party thereto has repudiated such iPCS Contract. Neither iPCS nor any of its Subsidiaries is a party to any verbal Contract which, if reduced to written form, would be required to be listed on Section 5.12(a) of the TransactioniPCS Disclosure Schedule under the terms of this Section 5.12. (c) Neither iPCS nor any of its Subsidiaries has been in material breach of or default under, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose has received a waiver of any material assets breach of or businessdefault under, any iPCS Debt Agreement. (vd) with Each Contract of any type or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type form described in this Section 5.135.12(a), whether or not set forth in Section 5.12(a) of the Company iPCS Disclosure Schedule, is is, together with each iPCS Sprint Agreement, referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company "iPCS Contract."

Certain Contracts. (a) Neither Section 6.23 of the Company nor Transocean Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Transocean Reports filed prior to the date of this Agreement) to which Transocean or any Company Subsidiary of Transocean is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultants, their respective businesses is conducted other than in any such limitation that is not material to Transocean and its Subsidiaries, taken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the ordinary course of business consistent with past practiceEffective Time, (ii) any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Transocean or any of its Subsidiaries, on the one hand, and any of Transocean’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer officer, director, consultant or employee of any of the Company or any Subsidiary thereofforegoing, (iiivii) that any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.136.23(a), whether or not set forth included as an exhibit to any Transocean Report or included in Section 6.23 of the Company Transocean Disclosure ScheduleLetter, is referred to herein as a “Company Transocean Material Contract,” and neither for purposes of Section 7.1 and the Company nor bringdown of Section 6.23(b) pursuant to Section 8.2(a), “Transocean Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretothis Agreement. (b) (i) Each Company Transocean Material Contract is valid and binding on is, to the Company or its applicable Subsidiary and is knowledge of Transocean, in full force and effect, (ii) the Company and Transocean and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each Company ContractTransocean Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a material default on Transocean Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of the Company or aggregate, a Transocean Material Adverse Effect, neither Transocean nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Transocean, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Transocean Material Contract or (y) has received written notice of the desire of the other party or parties to any such Company ContractTransocean Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Transocean Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Transocean Material Contract or permit any other party to a Transocean Material Contract to exercise rights adverse to Transocean. Each Transocean Material Contract is enforceable by Transocean or a Subsidiary of Transocean in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Transocean Material Adverse Effect.

Certain Contracts. (a) Neither Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, plan, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, the Company, the Final Bank, the Surviving Corporation, the Surviving Bank, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains (A) any non-competition or exclusive dealing which is an agreement, or any other agreement or obligation which purports to limit or restrictnot otherwise described by clauses (i) through (iii) hereof, or following involving the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of payment by the Company or any of its Subsidiaries is or would be conducted or of more than $100,000 per annum, (Bv) which materially restricts the conduct of any agreement that grants any right line of first refusal or right of first offer or similar right or that limits or purports to limit the ability business of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause under which any of the benefits will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or treatment to a party the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (other than those plans, agreements or arrangements set forth in Section 3.11(a) of the Company or its Subsidiaries) that is material to the Company or its SubsidiariesDisclosure Schedule). Each contract, arrangement, plan, commitment or understanding of the type described in this Section 5.133.15(a), whether or not set forth in Section 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” "). The Company has made available to Buyer true, complete and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any each Company Contract by and any of the other parties theretoamendments or modifications thereof. (b) Except as set forth in Section 3.15(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects of its Subsidiaries have performed all obligations required to be performed by it to date under each Company Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, except where such default, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company and (iv) no other party to such Company Contract is, to the best knowledge of the Company, in default in any respect thereunder, except where such default, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of Partners Disclosure Schedule, as of the Company date hereof, neither Partners nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers, or employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or consultants, other than in fewer days’ notice by Partners or a Subsidiary without the ordinary course payment of business consistent with past practice, severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentLINK, Partners, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, ; (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Securities Act); (iv) that contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Partners or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or ; (vi) containing a “most favored nation” clause any of the benefits of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) that relates to a party the incurrence of indebtedness by Partners or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Partners or its Subsidiaries; (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $75,000 per annum (other than any such contracts which are terminable by Partners or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (x) that includes an indemnification obligation of Partners or any of its Subsidiaries with a maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or receipts by or to Partners or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by Partners or any Subsidiary of Partners of any material to the Company or its Subsidiariespenalty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, 3.13(a) whether or not set forth in the Company Partners Disclosure Schedule, is referred to herein as a “Company Partners Contract,” ”, and neither the Company Partners nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Partners Contract by any of the other parties thereto. (b) Partners has made available to LINK a true, correct and complete copy of each written Partners Contract and each written amendment to any Partners Contract. Section 3.13(b) of Partners Disclosure Schedule sets forth a true, correct and complete description of any oral Partners Contract and any oral amendment to any Partners Contract. (ic) Each Company Partners Contract is valid and binding on the Company Partners or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. Each Partners Contract is enforceable against Partners or the applicable Subsidiary and, to the knowledge of Partners, the counterparty thereto (ii) except as may be limited by the Company Enforceability Exceptions). Partners and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Partners Contract. To the knowledge of Partners, each third-party counterparty to each Partners Contract has in all material respects performed all obligations required to be performed by it under such Partners Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Partners or any of its Subsidiaries under any such Company Partners Contract. Neither Partners nor any Subsidiary of Partners has received or delivered any notice of cancellation or termination of any Partners Contract.

Certain Contracts. (a) Neither Except as set forth at Section 4.11 of the Company S1 Disclosure Schedule, neither S1 nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, consultants (other than in the ordinary course of business consistent with past practicestandard offer letters which provide for not more than at-will employment), (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentS1, the Company, the Final Surviving Corporation, Edify or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), (iv) except as set forth on Section 4.11(a)(iv) of the S1 Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (iv), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan), (v) containing any covenant materially limiting the right of S1 or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (vi) containing relating to the disposition or acquisition by S1 or any of its Subsidiaries after the date of this Agreement of a “most favored nation” clause material amount of assets not in the ordinary course of business or pursuant to which S1 or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other similar term providing preferential pricing or treatment to a party (business enterprise other than the Company or its Subsidiaries) S1's Subsidiaries that is material to S1's business as currently conducted, or (vii) to provide source code to any third party for any product or technology that is material to S1 and its Subsidiaries taken as a whole. Except as set forth at Section 4.11 of the Company S1 Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which S1 or any of its Subsidiaries is a party. Section 4.11(a) of the S1 Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of S1 and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.134.11(a), whether or not set forth in Section 4.11(a) of the Company S1 Disclosure Schedule, is referred to herein as a “Company "S1 Contract,” " and neither the Company S1 nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoS1 Contract. (b) (i) Each Company S1 Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effecteffect as to the obligations of S1 thereunder, and to the knowledge of S1, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) the Company S1 and each Company Subsidiary has of its Subsidiaries has, and to the knowledge of S1, each third party has, in all material respects performed all obligations required to be performed by it to date under each Company S1 Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company S1 or any of its Subsidiaries under any such Company ContractS1 Contract or, to the knowledge of S1, any third party thereto.

Certain Contracts. (a) Neither the Company FNB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder 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 or benefits (whether of severance pay or otherwise) becoming due from ParentFNB, LSB, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of thereof which, individually or in the Company or any Subsidiary thereofaggregate, will have a Material Adverse Effect on FNB, (iii) that 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 Company SEC Reports filed prior to the date hereofFNB Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by FNB or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement which, individually or in the aggregate, will have a “most favored nation” clause or other similar term providing preferential pricing or treatment Material Adverse Effect on FNB. FNB has previously made available to LSB true and correct copies of all employment and deferred compensation agreements which are in writing and to which FNB is a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company FNB Disclosure Schedule, is referred to herein as a “Company FNB Contract,” ”, and neither the Company FNB nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which will have, individually or in the aggregate, a Material Adverse Effect on FNB. (b) (i) Each Company FNB Contract is valid and binding on the Company FNB or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company FNB and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company FNB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on FNB, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company FNB or any of its Subsidiaries under any such Company FNB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on FNB.

Certain Contracts. (a) Neither Except as set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, neither FFY nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Place, FFY, the Company, the Final Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFFY Reports, (iv) that contains which is a consulting agreement (Aincluding 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, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by FFY or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.16(a), whether or not set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company "FFY Contract." FFY has previously delivered to First Place true and correct copies of each FFY Contract.

Certain Contracts. (a) Neither Section 3.23 of the Company nor Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement) to which the Company or any Subsidiary of the Company Subsidiary is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultantstheir respective businesses is conducted, other than in any such limitation that is not material to the ordinary course of business consistent with past practiceCompany and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among the Company and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Parent, Parent or the Company, the Final Surviving Corporation, Company or any of their respective Subsidiaries to any officer officer, director, consultant or employee of any of the Company or any Subsidiary thereofforegoing, (iiivii) that any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.23(a), whether or not set forth included as an exhibit to any Company Report or included in Section 3.23 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract,” and neither for purposes of Section 5.1 and the bringdown of Section 3.23(b) pursuant to Section 6.3, “Company nor Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretothis Agreement. (b) (i) Each Company Material Contract is valid and binding on is, to the Company or its applicable Subsidiary and is knowledge of the Company, in full force and effect, (ii) and the Company and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each Company ContractMaterial Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a material default on Company Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract or (y) has received written notice of the desire of the other party or parties to any such Company ContractMaterial Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Company Material Contract or permit any other party to a Company Material Contract to exercise rights adverse to the Company. Each Company Material Contract is enforceable by the Company or a Subsidiary of the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Neither Except as set forth at Section 3.13(a) of the Company First ▇▇▇▇▇▇▇ Disclosure Schedules, neither First ▇▇▇▇▇▇▇ nor any Company First ▇▇▇▇▇▇▇ Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentTower, the Company, the Final Surviving CorporationFirst ▇▇▇▇▇▇▇, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of business by First ▇▇▇▇▇▇▇ or any of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst ▇▇▇▇▇▇▇ Subsidiaries, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement) or (v) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.13(a) of the First ▇▇▇▇▇▇▇ Disclosure Schedules, there are no employment, consulting and deferred compensation agreements to which First ▇▇▇▇▇▇▇ or any of its Subsidiaries is a party. Section 3.13(a) of the First ▇▇▇▇▇▇▇ Disclosure Schedules sets forth a list of all material contracts (vias defined in Item 601(b)(10) containing a “most favored nation” clause of Regulation S-K) of First ▇▇▇▇▇▇▇ or other similar term providing preferential pricing or treatment to a party (other than any of the Company or its Subsidiaries) that is material to the Company or its First ▇▇▇▇▇▇▇ Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in Section 3.13(a) of the Company First ▇▇▇▇▇▇▇ Disclosure ScheduleSchedules, is referred to herein as a “Company First ▇▇▇▇▇▇▇ Contract,” and neither the Company First ▇▇▇▇▇▇▇ nor any of its the First ▇▇▇▇▇▇▇ Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoFirst ▇▇▇▇▇▇▇ Contract. (b) (i) Each Company First ▇▇▇▇▇▇▇ Contract is a valid and binding on obligation of First ▇▇▇▇▇▇▇ or the Company or its applicable First ▇▇▇▇▇▇▇ Subsidiary party thereto and is in full force and effect, (ii) First ▇▇▇▇▇▇▇ and the Company and each Company Subsidiary has First ▇▇▇▇▇▇▇ Subsidiaries have in all material respects performed all obligations required to be performed by it to date under each Company First ▇▇▇▇▇▇▇ Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company First ▇▇▇▇▇▇▇ or any of its the First ▇▇▇▇▇▇▇ Subsidiaries under any such Company First ▇▇▇▇▇▇▇ Contract, and (iv) except as set forth in Section 3.13(b) of the First ▇▇▇▇▇▇▇ Disclosure Schedules, none of the First ▇▇▇▇▇▇▇ Contracts require the consent or approval of any other party thereto in connection with the consummation of the transactions contemplated by this Agreement and in order to provide Tower with the full benefit of the rights of First ▇▇▇▇▇▇▇ or the First ▇▇▇▇▇▇▇ Subsidiary that is a party thereto from and after the Merger.

Certain Contracts. (a) Neither Each 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 Company SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth in Section 4.14(a) of the First Financial Disclosure Schedule or as filed by First Financial with the SEC, as of the date hereof, neither First Financial nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, 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 or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, First Financial, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which restricts First Financial’s ability to compete or contains 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 client or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by First Financial or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (vi) containing a “most favored nation” clause that relates to the incurrence of indebtedness by First Financial or other similar term providing preferential pricing or treatment to a party any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1,000,000 or its Subsidiaries) that is material to the Company or its Subsidiariesmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First Financial Disclosure ScheduleSchedule or filed by First Financial with the SEC, is referred to herein as a “Company First Financial Contract,” and neither the Company First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above 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 Financial. (b) (i) Each Company First Financial Contract is valid and binding on the Company First Financial or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) except as, either individually or in the Company aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial. First Financial and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company First Financial Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial. To First Financial’s knowledge each third-party counterparty to each First Financial Contract has in all material respects performed all obligations required to be performed by it to date under such First Financial Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company First Financial or any of its Subsidiaries under any such Company First Financial Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Brookline Disclosure Schedule or as filed with or incorporated into any Brookline Report filed prior to the date hereof, as of the date hereof, neither Brookline nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Brookline Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct of this Agreement that has not been filed or incorporated any line of business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, Brookline or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving 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 other agreement with any labor union, works council, or other labor organization; (iv) any of the Company Subsidiaries 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 Requisite Brookline Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities 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 whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Brookline; (v) (A) that relates to the incurrence of indebtedness by Brookline or any portion 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 business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted or business), (B) that provides for the guarantee, support, assumption or endorsement by Brookline or any agreement of its Subsidiaries of, or any similar commitment by Brookline 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 $250,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Brookline or any of its Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Brookline or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $500,000 per annum other than any such contracts which are terminable by Brookline or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by Brookline or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Brookline or any of its Subsidiaries; or (ix) that relates to the Company acquisition or disposition of any person, business or asset and under which Brookline or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any Brookline Benefit Plan), whether or not set forth in the Company Brookline Disclosure Schedule, is referred to herein as a “Company Brookline Contract,.” Brookline has made available to Berkshire true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Brookline Contract by any in effect as of the other parties theretodate 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 Brookline, (i) Each Company each Brookline Contract is valid and binding on the Company Brookline or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Brookline and each Company Subsidiary of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each Company Brookline Contract, (iii) to the knowledge of Brookline, each third-party counterparty to each Brookline Contract has complied with and performed all obligations required to be performed by it to date under such Brookline Contract, (iv) Brookline does not have knowledge of, and has not received notice of, any violation of any Brookline Contract by any of the other parties thereto, and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company Brookline or any of its Subsidiaries Subsidiaries, or to the knowledge of Brookline, any other party thereto, of or under any such Company Brookline Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment or retention of any directorsdirector, officersofficer, employees employee or consultants, other than in the ordinary course of business consistent with past practice, consultant; (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parentthe Buyer, the Company, the Final Bank, the Surviving Corporation, Corporation or any of their respective Subsidiaries to any officer officer, director, consultant or employee of the Company or any Subsidiary thereof, ; (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Agreement; (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of more than $18,000 per annum, in the case of any such agreement with an individual, or $24,000 per annum, in the case of any other such agreement; (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries; (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability benefits of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichwhich will be increased, or the localities in which, all or any portion vesting of the business benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) which relates to indebtedness owed by the Company or any of its Subsidiaries is Subsidiaries, or would be conducted the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and trade payables incurred in the ordinary course of business consistent with past practice); (viii) involving intellectual property or relating to the provision of data processing, network communication or other technical services to or by the Company or any of its Subsidiaries, other than agreements entered into in the ordinary course of business; (Bix) with respect to any mortgage, pledge, indenture or security agreement that grants any right of first refusal or right of first offer or similar right arrangement constituting an Encumbrance upon the assets or that limits or purports to limit the ability properties of the Company or any of its Subsidiaries orSubsidiaries; (x) for the sale or purchase of personal property having a value individually, following consummation with respect to all sales or purchases thereunder, in excess of the Transaction$10,000, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any ordinary course of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes business; or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment service of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director, employee, agent or employee consultant of the Company or any Subsidiary thereofthe Company Bank, (iii) that which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains (A) any non-competition noncompetition or exclusive dealing agreement, agreements or any other agreement or obligation which that purports to materially limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect the ability of the Company, Company or the Company Subsidiaries Bank to compete in any line of business or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers with any person or the manner entity or in which, any geographic area (other than as may be required by Law or the localities in which, all by any Governmental Entity) or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right right; (vii) any contract for, with respect to, or that limits contemplates, a possible merger, consolidation, reorganization, recapitalization or purports other business combination, or asset sale or sale of equity securities with respect to limit the ability Company or the Company Bank, other than this Agreement; (viii) any contract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $50,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any of its Subsidiaries or, following consummation of contract (other than a Plan) with respect to the Transaction, Parent employment or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose compensation of any material assets officers or business, directors; (vxi) with or to a labor union or guild (including any collective bargaining agreement), or (vi) contract containing a “most favored nationnations” clause or other similar term providing preferential pricing or treatment to a party party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other than the Company similar agreement or its Subsidiaries) that is material arrangement, or relating to the Company formation, creation or its Subsidiariesoperation, management or control of any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of dividends and (xiii) any Regulatory Agreement (as defined in Section 4.14). Each contract, arrangement, commitment or understanding contract of the type described in this Section 5.134.13(a), whether or not set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract,.” The Company has previously made available to Parent true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any each contract of the other parties theretotype described in this Section 4.13(a). (b) Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) each of the Company and each the Company Subsidiary Bank has performed in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries the Company Bank under any such Company Contract, and (iv) no other party to any Company Contract is, to the knowledge of the Company, in material violation or default in any respect thereunder.

Certain Contracts. (a) Neither Except as otherwise provided in this Agreement or as disclosed on Section 4.13(a) of the Company Vantage Disclosure Schedule, neither Vantage nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentVantage, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Vantage or any Subsidiary thereof, (iii) that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K of the SEC) Vantage to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business, or any other agreement or obligation the area in which purports such business is conducted, by Vantage or, to limit or restrictthe knowledge of Vantage, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Vantage Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any stockholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.13(a), whether or not set forth in the Company Vantage Disclosure Schedule, is referred to as a “Company Vantage Contract,” and neither the Company Vantage nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Vantage Contract by any of the other parties thereto. (b) (i) Each Company Vantage Contract is valid and binding on the Company Vantage or its applicable Subsidiary and is in full force and effect, (ii) the Company Vantage and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, Vantage Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Vantage or any of its Subsidiaries under any such Company Vantage Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Jefferson Disclosure Schedule, as of the date hereof, neither Jefferson nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHomeTrust, Jefferson, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Jefferson or obligation which purports to limit any of its Subsidiaries or restrictaffiliates, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Jefferson Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Jefferson or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Jefferson or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Jefferson or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Jefferson or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, following consummation other than the condition of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessnotice), (vx) that pertains to the leasing of real property, (xi) that obligates Jefferson or any of its Subsidiaries to conduct business with a third party on an exclusive or to a labor union preferential basis, (xii) that imposes potential recourse obligations on Jefferson or guild any of its Subsidiaries in connection with sale of loans or loan participations, (including any collective bargaining agreement)xiii) for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Jefferson Disclosure Schedule, is referred to herein as a “Company Jefferson Contract,” and neither the Company Jefferson nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Jefferson, (i) Each Company each Jefferson Contract is valid and binding on the Company Jefferson or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Jefferson and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Jefferson Contract, (iii) each third-party counterparty to each Jefferson Contract has performed all material obligations required to be performed by it under such Jefferson Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Jefferson or any of its Subsidiaries under any such Company Jefferson Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company United Disclosure Schedule, as of the date hereof, neither United nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentRockville, United, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by United or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by United or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of United or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $200,000 per annum (other than any such contracts which are terminable by United or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company United Disclosure Schedule, is referred to herein as a “Company United Contract,” and neither the Company United nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above 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 United. (b) (i) Each Company United Contract is valid and binding on the Company United or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, (ii) the Company United and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company ContractUnited Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, (iii) to United’s knowledge each third-party counterparty to each United Contract has performed all obligations required to be performed by it to date under such United Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company United or any of its Subsidiaries under any such Company United Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United.

Certain Contracts. (a) Neither Except as set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, neither First Place nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFFY, First Place, the Company, the Final Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst Place Reports, (iv) that contains which is a consulting agreement (Aincluding 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, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by First Place or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.16(a), whether or not set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company "First Place Contract." The First Place has previously delivered to FFY true and correct copies of each First Place Contract.

Certain Contracts. (a) Neither Parent has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to the Company nor of, all Contracts (in each case, other than any Company Subsidiary Parent Benefit Plans) (the “Parent Material Contracts”) to which, as of the date hereof, it or any of its Consolidated Subsidiaries is a party party, or by which it or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of Parent, to which it or bound by any contractof its Consolidated Subsidiaries or their respective assets or properties may be subject: (1) any loan or credit agreements, arrangementnotes, commitment bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of Parent or understanding any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred; (whether written 2) any Contract other than this Agreement, with (A) any Consolidated Subsidiaries of Parent, (B) any current or oral) (i) former Employee or controlling stockholder of it or except with respect to investments set forth in the employment Parent SEC Reports or Parent Interim Financials any Affiliate of such Person, or (C) any directors“associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a Person identified in clause (A) or (B) of this paragraph, officersin each case in excess of $250,000 (individually or together with all related Contracts); (3) any Contract that creates future payment obligations, employees including settlement agreements, in excess of $250,000 and that by its terms does not terminate, or consultantsis not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of Parent or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business consistent or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with past practicerespect to Parent); (4) except with respect to investments set forth in the Parent SEC Reports or Parent Interim Financials, (ii) whichany partnership, upon execution of this Agreement limited liability company, joint venture or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) other similar Contract 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 entered into in the Company SEC Reports filed prior ordinary course of business and is material to the date hereofParent and its Consolidated Subsidiaries, taken as a whole; (iv) that contains (A5) any non-competition or exclusive dealing agreement, non-solicitation Contract or any other agreement or obligation which Contract that limits, purports to limit or restrictlimit, or following the consummation of the Transaction would purport reasonably be expected to limit or restrict, in each case in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the material business of the Company or Parent and its Consolidated Subsidiaries (taken as a whole) is or would could be conducted or the types of business that Parent and its Consolidated Subsidiaries conducts or may conduct; (B6) any agreement that grants Contract relating to the acquisition or disposition of any right business or operations (whether by merger, sale of first refusal stock, sale of assets or right otherwise) involving value in excess of first offer $250,000 (individually or similar right together with all related Contracts) as to which there are any ongoing obligations or that limits was entered into on or purports after January 1, 2008 other than Contracts entered into in the ordinary course of business with respect to limit investments set forth in the ability Parent SEC Reports or Parent Interim Financials; (7) any Contract that obligates Parent or any of its Consolidated Subsidiaries to conduct any business that is material to Parent and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party or, upon consummation of the Merger, will obligate Parent, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; (8) any Contract with a Governmental Entity; (9) any Parent Managed Fund Contract; (10) any Contract relating to any collateral management, investment advisory or other management or advisory fees in excess of $250,000 per year payable by or to Parent or any of its Subsidiaries Consolidated Subsidiaries; or, following consummation (11) any other Contract that is a “material contract” within the meaning of Item 601(b)(10) of the Transaction, Parent SEC’s Regulation S-K or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company Parent or its Subsidiaries. Each contract, arrangement, commitment financial condition or understanding results of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretooperations. (b) Each Parent Material Contract is (i) Each Company Contract is valid and binding on the Company Parent or its applicable Consolidated Subsidiary and, to Parent’s knowledge, each other party thereto, (ii) enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (iii) is in full force and effecteffect other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent. Neither Parent nor any of its Consolidated Subsidiaries nor, to Parent’s knowledge, any other party thereto, is in breach of any provisions of or in default (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a material default on right of termination or acceleration under, any Parent Material Contract other than as would not, individually or in the part of aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent. No Parent Material Contract has been amended, modified or supplemented other than as would not, individually or in the Company aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent. No event has occurred with respect to Parent or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a material breach, violation or default under, give rise to a right of termination, modification, cancellation, foreclosure, prepayment or acceleration under or result in the imposition of a Lien pursuant to, any such Company Contractof the Parent Material Contracts other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company First Foundation Disclosure Schedule or as filed with any First Foundation Reports since January 1, 2025, as of the date hereof, neither First Foundation nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any First Foundation Benefit Plan: (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct of this Agreement that has not been filed or incorporated any line of business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, First Foundation or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Mergers will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all Entity or any portion of its Affiliates to engage or compete in any line of business or in any geographic region (including any non-compete or client or customer non-solicitation requirement and any exclusivity or exclusive dealing provisions with such an effect) (excluding customary non-solicitation covenants contained in vendor agreements entered into in the business of the Company ordinary course); (iii) which is a collective bargaining agreement or its Subsidiaries is or would be conducted or similar agreement with any labor organization; (Biv) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of First Foundation or purports to limit the ability its Subsidiaries, taken as a whole; (v) any of the Company 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 Requisite First Foundation 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 be material to First Foundation; (vi) that (A) relates to the incurrence of indebtedness by First Foundation or any First Foundation Subsidiary, 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 business consistent with past practice), or (B) provides for the guaranty, support, indemnification, assumption or endorsement by First Foundation or any of its Subsidiaries orof, following consummation or any similar commitment by First Foundation or any of its Subsidiaries with respect to, the Transactionobligations, Parent liabilities or indebtedness of any other person, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (vii) relating to the lease of property having a value in excess of $300,000 in the aggregate; (viii) in which (A) First Foundation or any of its Subsidiaries grants any right, license or covenant not to sue with respect to any Intellectual Property (other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practice) or (B) First Foundation or any of its Subsidiaries obtains any right, license or covenant not to sue with respect to any Intellectual Property (other than licenses for commercial off-the-shelf software which are generally available on non-discriminatory pricing terms with aggregate annual payments of less than $250,000); (ix) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (x) which relates to capital expenditures and involves future payments in excess of $1,000,000 in the aggregate; (xi) which is not terminable on 60 days or less notice and involves the payment of more than $1,000,000 per annum; (xii) any independent contractor agreement, retention agreement, change of control agreement, or similar contract or agreement that is with any consultant, service provider or independent contractor of First Foundation or any of its Subsidiaries; (xiii) that is a settlement, consent or similar agreement and contains any material continuing obligations of First Foundation or any of its Subsidiaries; or (xiv) that relates to own, operate, sell, transfer, pledge the acquisition or otherwise dispose disposition of any material assets person, business or business, (v) with or to a labor union or guild asset (including any collective bargaining merger agreement), or (vi) containing a “most favored nation” clause asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other similar term providing preferential pricing or treatment commitment to a party (other than Regulatory Agency in connection with the Company acquisition of a depository institution) and under which First Foundation or its Subsidiaries) that is Subsidiaries have or may have a material to the Company obligation or its Subsidiariesliability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company First Foundation Disclosure Schedule, is referred to herein as a “Company First Foundation Contract,.” First Foundation has made available to FirstSun true, correct and complete copies of each First Foundation Contract in effect as of the date hereof. (1) Each First Foundation Contract is valid and binding on First Foundation 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 First Foundation, (2) First Foundation and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each First Foundation 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 Foundation, (3) to the knowledge of First Foundation, each third-party counterparty to each First Foundation 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 First Foundation 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 Foundation, (4) neither the Company First Foundation nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of any Company First Foundation Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company or its applicable Subsidiary and is in full force and effectFirst Foundation, (ii5) the Company each First Foundation Contract described in Section 3.14(a)(xii) was entered into in compliance with all applicable laws and each Company Subsidiary has regulations in all material respects performed all obligations required to be performed by it to date under each Company Contractrespects, and (iii6) to the knowledge of First Foundation, no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company First Foundation or any of its Subsidiaries Subsidiaries, any other party thereto, of or under any such Company First Foundation 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 Foundation.

Certain Contracts. (a) Neither As of the Company date hereof, neither NewBridge nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees employees, independent contractors or consultants, 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 or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentYadkin, NewBridge, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by NewBridge or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or treatment stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by NewBridge or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NewBridge or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $100,000 per annum (other than any such contracts which are terminable by NewBridge or any of its SubsidiariesSubsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company NewBridge Disclosure Schedule, is referred to herein as a “Company NewBridge Contract,” and neither the Company NewBridge nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above 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 NewBridge. (b) (i) Each Company NewBridge Contract is valid and binding on the Company NewBridge or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) except as, either individually or in the Company aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge. NewBridge and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company NewBridge Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge. To NewBridge’s knowledge each third-party counterparty to each NewBridge Contract has in all material respects performed all obligations required to be performed by it to date under such NewBridge Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company NewBridge or any of its Subsidiaries under any such Company 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) Neither As of the Company date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Anchor Benefit Plan, (i) with respect to which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practiceSEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Anchor or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business that is material to Anchor and its Subsidiaries, taken as a whole, (iii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming become due from ParentAnchor, AnchorBank, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofperson, (iv) that contains any of the benefits of which contract, arrangement, commitment or understanding (Aincluding any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any non-competition or exclusive dealing agreementwill be increased, or any other agreement the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichtransactions contemplated by this Agreement, or the localities in whichvalue of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, all (v) that relates to the incurrence of indebtedness by AnchorBank or any portion of the business of the Company or its Subsidiaries is (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 consistent with past practice) in the principal amount of $500,000 or would be conducted or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (Bvi) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of Anchor or its Subsidiaries, taken as a whole or (vii) that limits is a consulting agreement or purports to limit data processing, software programming or licensing contract involving the ability payment of the Company more than $100,000 per annum (other than any such contracts which are terminable by AnchorBank or any of its Subsidiaries or, following consummation of the Transaction, Parent on sixty (60) days or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of less notice without any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause required payment or other similar term providing preferential pricing or treatment to a party (conditions, other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariescondition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13, whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company Anchor Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.” (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Anchor (i) Each Company each Anchor Contract is valid and binding on the Company Anchor or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Anchor and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Anchor Contract, (iii) to Anchor’s knowledge each third-party counterparty to each Anchor Contract has performed all obligations required to be performed by it to date under such Anchor Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Anchor or any of its Subsidiaries under any such Company Anchor Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers, or employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or consultants, other than in fewer days’ notice by the ordinary course Company or a Subsidiary without the payment of business consistent with past practice, severance; (ii) whichthat, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, ; (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Securities Act); (iv) that contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following affiliates or upon consummation of the Transaction, Parent Integrated Mergers will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or ; (vi) containing a “most favored nation” clause any of the benefits of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) that relates to a party the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (ix) that is material a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $75,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (x) that includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or receipts by or to the Company or any of its SubsidiariesSubsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any Subsidiary of the Company of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” ”, and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract by any of the other parties thereto. (b) The Company has made available to Parent a true, correct and complete copy of each written Company Contract and each written amendment to any Company Contract. Section 3.14(b) of the Company Disclosure Schedule sets forth a true, correct and complete description of any oral Company Contract and any oral amendment to any Company Contract. (ic) Each Company Contract is valid and binding on the Company or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Company Contract is enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (ii) except as may be limited by the Enforceability Exceptions). The Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract. To the knowledge of the Company, each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it under such Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract. Neither the Company nor any Subsidiary of the Company has received or delivered any notice of cancellation or termination of any Company Contract.

Certain Contracts. (a) Neither As of the Company date hereof, neither PACW nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any PACW Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct on any line of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, PACW or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its 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 Company Subsidiaries 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 Requisite PACW Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities 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 whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to result in a material liability to PACW and its Subsidiaries, taken as a whole; (v) that (A) relates to the incurrence of indebtedness by PACW or any portion 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 business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted or business), (B) provides for the guarantee, support, assumption or endorsement by PACW or any agreement of its Subsidiaries of, or any similar commitment by PACW or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $500,000 or more, or (C) provides for any material indemnification or similar obligations on the part of PACW or any of its Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of PACW and its Subsidiaries, taken as a whole; (vii) that limits or purports to limit the ability creates future payment obligations in excess of the Company $500,000 per annum other than any such contracts which are terminable by PACW or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by PACW 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 PACW or any of its Subsidiaries; (ix) that relates to ownthe acquisition or disposition of any person, operatebusiness or asset and under which PACW or its Subsidiaries has a material on-going obligation or liability, sell, transfer, pledge or otherwise dispose including the disposition of any material assets or businessloan portfolio; (x) that relates to any material joint venture, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause partnership or other similar term providing preferential pricing or treatment to a party agreement; (other than the Company or its Subsidiariesxi) that licenses or otherwise grants rights to PACW 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 Company businesses of PACW and its subsidiaries, taken as a whole; or (xii) that licenses or grants other rights to any third party from PACW or its Subsidiaries with respect to material Intellectual Property, where such contract is material to the businesses of PACW and its Subsidiaries. , taken as a whole. (b) Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any PACW Benefit Plan), whether or not set forth in the Company PACW Disclosure Schedule, is referred to herein as a “Company PACW Contract,.” PACW has made available to BANC true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each PACW Contract by any in effect as of the other parties theretodate hereof. (bc) In each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PACW, (i) Each Company each PACW Contract is valid and binding on the Company PACW or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company each of PACW and each Company Subsidiary of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each Company PACW Contract, and (iii) to the knowledge of PACW, each third-party counterparty to each PACW Contract has complied with and performed all obligations required to be performed by it to date under such PACW Contract, (iv) PACW does not have knowledge of, and has not received or delivered notice of, any violation of any PACW Contract by any of the other parties thereto, (v) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company PACW or any of its Subsidiaries Subsidiaries, or to the knowledge of PACW, any other party thereto, of or under any such Company PACW Contract and (vi) no party to any PACW Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any PACW Contract, including as a result of the Pandemic or the Pandemic Measures.

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

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company HRB Disclosure Schedule, neither HRB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than that involves annual compensation in the ordinary course excess of business consistent with past practice, $150,000; (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement and the Plan of Merger or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHRB, Xenith, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, ; (iii) that 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 Company SEC Reports filed prior to the date hereof, ); (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by HRB or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or ; (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement and the Plan of Merger or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) that relates to a party the incurrence of indebtedness by HRB or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $100,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of HRB or its Subsidiaries; or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $100,000 per annum (other than any such contracts which are terminable by HRB or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 4.14(a) is referred to herein as a “Company HRB Contract,” .” (i) Each HRB Contract is valid and binding on HRB or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (ii) HRB and each of its Subsidiaries has performed all obligations required to be performed by it under each HRB Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (iii) to HRB’s knowledge each third-party counterparty to each HRB Contract has performed all obligations required to be performed by it under such HRB Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB, (iv) neither the Company HRB nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company HRB Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, HRB and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company HRB or any of its Subsidiaries under any such Company HRB Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company HopFed Disclosure Schedule, as of the date hereof, neither HopFed nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, 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 or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, HopFed, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which restricts HopFed’s ability to compete or contains (A) any a client or customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by HopFed or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) of the HopFed Disclosure Schedule) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by HopFed or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of HopFed or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $150,000 per annum (other than any such contracts which are terminable by HopFed or any of its SubsidiariesSubsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company HopFed Disclosure Schedule, is referred to herein as a “Company HopFed Contract,” and neither the Company HopFed nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above 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 HopFed. (b) (i) Each Company HopFed Contract is valid and binding on the Company HopFed or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) except as, either individually or in the Company aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed. HopFed and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company HopFed Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed. To HopFed’s knowledge each third-party counterparty to each HopFed Contract has in all material respects performed all obligations required to be performed by it to date under such HopFed Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company HopFed or any of its Subsidiaries under any such Company HopFed Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HopFed.

Certain Contracts. (a) Neither As of the Company date hereof, neither Umpqua nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Umpqua Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct on any line of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, Umpqua or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving 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 Company Subsidiaries Requisite Umpqua Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities 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 whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua; (v) (A) that relates to the incurrence of indebtedness by Umpqua or any portion 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 business 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 Company guarantee, support, assumption or endorsement by Umpqua or any of its Subsidiaries of, or any similar commitment by Umpqua or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Umpqua or any of its Subsidiaries, other than contracts entered into by Umpqua or its Subsidiaries is or would be conducted or in the ordinary course of business; (Bvi) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Umpqua or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $7,500,000 per annum other than any such contracts which are terminable by Umpqua or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by Umpqua or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Umpqua or any of its Subsidiaries; or (ix) that relates to the Company acquisition or disposition of any person, business or asset and under which Umpqua or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any Umpqua Benefit Plan), whether or not set forth in the Company Umpqua Disclosure Schedule, is referred to herein as a “Company Umpqua Contract,” ”. Umpqua has made available to Columbia true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Umpqua Contract by any in effect as of the other parties theretodate 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 Umpqua, (i) Each Company each Umpqua Contract is valid and binding on the Company Umpqua or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Umpqua and each Company Subsidiary of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each Company Umpqua Contract, and (iii) to the knowledge of Umpqua, each third-party counterparty to each Umpqua Contract has complied with and performed all obligations required to be performed by it to date under such Umpqua Contract, (iv) Umpqua does not have knowledge of, and has not received notice of, any violation of any Umpqua Contract by any of the other parties thereto, (v) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company Umpqua or any of its Subsidiaries Subsidiaries, or to the knowledge of Umpqua, any other party thereto, of or under any such Company ContractUmpqua Contract and (vi) no third-party counterparty to any Umpqua Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Umpqua Contract as a result of the Pandemic or the Pandemic Measures.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company Target Disclosure Schedule, as of the date hereof, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (excluding any Target Benefit Plan) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (ivii) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Target or obligation which purports to limit any of its Subsidiaries or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessengage in such activities, (viii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that would solely as a result of consummation of the Merger, the Second Step Merger or the Bank Merger require the payment by Target, the Surviving Company, Parent or the Surviving Corporation or any Subsidiary thereof of amounts in excess of $500,000, (v) other than extensions of credit, other banking products offered by Target and its Subsidiaries, derivatives or the Target Leases, which creates future payment obligations of Target or any of its Subsidiaries in excess of $500,000 per annum and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, or (vi) containing a “most favored nation” clause that grants any right of first refusal, right of first offer or other similar term providing preferential pricing right with respect to any material assets, rights or treatment to a party (other than the Company properties of Target or its Subsidiaries) that is material to the Company or its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a) (excluding any Target Benefit Plan), whether or not set forth in the Company Target Disclosure Schedule, is referred to herein as a “Company Target Material Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, any default or any violation of any Company Contract the above 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 Target. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Target, (i) Each Company each Target Material Contract is valid and binding on the Company Target or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Target and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Target Material Contract, (iii) to Target’s knowledge, each third-party counterparty to each Target Material Contract has in all respects performed all obligations required to be performed by it to date under such Target Material Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Target or any of its Subsidiaries under any such Company Target Material Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment service of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director, employee, agent or employee consultant of the Company or any Subsidiary thereofthe Company Bank, (iii) that which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $10,000 per annum in the case of any one such agreement or $25,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains (A) any non-competition noncompetition or exclusive dealing agreement, agreements or any other agreement or obligation which that purports to materially limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect the ability of the Company, Company or the Company Subsidiaries Bank to compete in any line of business or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers with any person or the manner entity or in which, any geographic area or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right right; (vii) any contract for, with respect to, or that limits contemplates, a possible merger, consolidation, reorganization, recapitalization or purports other business combination, or asset sale or sale of equity securities with respect to limit the ability Company or the Company Bank; (viii) any contract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $25,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any of its Subsidiaries or, following consummation of contract (other than a Plan) with respect to the Transaction, Parent employment or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose compensation of any material assets officers or business, directors; (vxi) with or to a labor union or guild (including any collective bargaining agreement), or (vi) contract containing a “most favored nationnations” clause or other similar term providing preferential pricing or treatment to a party party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other than the Company similar agreement or its Subsidiaries) that is material arrangement, or relating to the Company formation, creation or its Subsidiaries. Each contractoperation, arrangementmanagement or control of any partnership, commitment limited liability company or understanding of the type described joint venture, in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor each case with any of its Subsidiaries knows ofthird parties, or has received notice of, any violation contract which limits payments of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, dividends and (iiixiii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.Regulatory Agreement (defined in

Certain Contracts. (a) Neither To the knowledge of the Company, ‎Section 3.20 of the Company nor Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those (i) set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement or (ii) between the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand) to which the Company or any Subsidiary of the Company is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practicetheir respective businesses is conducted, (ii) any contract or agreement, other than agreements among the Company and/or its wholly owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $2 million or more, (iii) any employment agreement between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s officers and key employees, on the other hand, (iv) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporationdue, or the acceleration or vesting of any of their respective Subsidiaries right to any officer payment or employee of benefits, from the Company or any Subsidiary thereofof its Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (iiiv) that is a any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any unit option plan, unit appreciation rights plan, restricted unit plan or unit purchase plan) or (vi) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSEC other than contracts described in Items 601(b)(10)(iii)(A) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or and (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreementRegulation S-K), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13‎Section 3.20(a), whether or not set forth included as an exhibit to any Company Report or included in ‎Section 3.20 of the Company Disclosure ScheduleLetter, is referred to herein as a “Company Material Contract,” and neither for purposes of ‎Section 5.1 and the bringdown of ‎Section 3.20(b) pursuant to ‎Section 6.3, “Company nor Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary this Agreement and is in full force and effect, (ii) known to the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company ContractCompany.

Certain Contracts. (a) Neither Except as set forth in Section 4.15 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment of any directors, officers, employees directors or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, Corporation or any of their respective Subsidiaries to any officer director or employee of the Company or any Subsidiary consultant thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) any non-competition not terminable on 90 days or exclusive dealing agreementless notice involving the payment of more than $50,000 per annum, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 4.15(a) is referred to herein as a “"Company Contract,” ". The Company has previously delivered or made available to Parent true and neither the correct copies of each Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoContract. (b) (i) Each Company Contract described in clause (iii) of Section 4.15(a) is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company ContractContract described in clause (iii) of Section 4.15(a), and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company ContractContract described in clause (iii) of Section 4.15(a), and (iv) no other party to any Company Contract described in clause (iii) of Section 4.15(a) is, to the knowledge of the Company, in default in any respect thereunder.

Certain Contracts. (a) Neither Except as set forth in Schedule 3.11(a) hereto, neither the ---------------- Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants, other than in with respect to the ordinary course employment of business consistent with past practiceany consultant which cannot be terminated without payment, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Company or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereofthereof which amounts are specifically quantified in Schedule 3.11(a), (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission) ("SEC") to be performed after the date of this Agreement that has not otherwise been filed or incorporated by reference disclosed in the Company SEC Reports filed prior writing to the date hereofParent, (iv) that contains (A) any non-competition which is a consulting or exclusive dealing agreement, or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or obligation less notice, (v) which purports to limit or restrict, or following restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, which restriction is specifically referred to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessin such Schedule 3.11(a), (vvi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing a “most favored nation” clause any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, any of which are specifically quantified on Schedule 3.11(a)(vii). Other than as specifically set forth herein, no benefits under any of such plans will be increased, or the vesting of the benefits of which, will be accelerated by the occurrence of any of the transactions contemplated by this Agreement. The Company has previously delivered to a party (other than Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company or its Subsidiaries) that is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, section is referred to herein as a “"Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto". (b) Except as set forth in Schedule 3.11(b) hereto, (i) Each each Company ---------------- Contract is legal, valid and binding on upon the Company or any of its applicable Subsidiary Subsidiaries, as the case may be, assuming due authorization of the other party or parties thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) the Company and each Company Subsidiary has in performed all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) to the Shareholders' and the Company's knowledge, no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries Subsidiary, as the case may be, under any such Company Contract. (c) Neither the Company nor its Subsidiaries has made any express warranty to any person or entity with respect to any services or products it provides or delivers or has made or agreed to make any indemnification payment with respect to any warranty claim, except for (i) the warranties and/or agreement(s) to indemnify of which true and correct copies have been delivered to Parent, and (ii) any warranties under other state or federal laws generally.

Certain Contracts. (a) Neither Except as set forth on Section 3.9 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from the Company, Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iiiii) that is a “material contract” "Material Contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iviii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or and its Subsidiaries is or would be conducted or (B) any agreement that grants any right including, for purposes of first refusal or right of first offer or similar right or that limits or purports to limit this Section 3.9, assuming the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreementMerger), or (viiv) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding any of the type described in benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Section 5.13Agreement, whether or not set forth in the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company Disclosure Schedule, has previously made available to Parent true and correct copies of all employment, (a) is referred to herein as a “"Company Contract,” " and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (b) (i) Each Company Contract is valid and binding on the Company or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effecteffect (assuming each such Company Contract is valid and binding on the other party or parties), (ii) the Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, except where such default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Certain Contracts. (a) Neither Except as set forth in Schedules 3.12 or 3.18 to the Company TSX Disclosure Schedules or as contained as an exhibit to the TSX Form 10-K, neither TSX nor any Company Subsidiary of its Subsidiaries is a party to or bound by by: (i) any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from ParentTSX, the Company, the Final Surviving Corporation, ANTEC or Merger Sub or any of their respective Subsidiaries to any officer officer, director or employee thereof; (ii) any contract, arrangement, commitment or understanding (whether written or oral) which would materially restrict the conduct of the Company or any Subsidiary thereof, line of business; or (iii) that is a “material any contract” , arrangement, commitment or understanding (as such term is defined in Item 601(b)(10) of Regulation S-K whether written or oral), including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the SEC) to benefits of which will be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichincreased, or the localities in which, all or any portion vesting of the business benefits of which will be accelerated, by the occurrence of any of the Company transactions contemplated by this Agreement, or its Subsidiaries is or would be conducted or (B) the value of any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or benefits of which will be calculated on the basis of any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariestransactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.12(a), whether or not set forth in the Company TSX Disclosure ScheduleSchedules, is referred to herein as a “Company "TSX Contract,” and neither the Company nor any of its Subsidiaries knows of" and, or has received notice of, any violation of any Company Contract by any of the other parties thereto.except as disclosed on (b) Except as set forth on Schedule 3.12, (i) Each Company except as would not, individually or in the aggregate, have a Material Adverse Effect on TSX, each TSX Contract is valid and binding on TSX or any of the Company or its applicable Subsidiary TSX Subsidiaries, as applicable, and is in full force and effect, (ii) the Company TSX and each Company Subsidiary of the TSX Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company TSX Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company TSX or any of its the TSX Subsidiaries under any such Company TSX Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment or retention of any directorsdirector, officersofficer, employees employee or consultants, other than in the ordinary course of business consistent with past practice, consultant; (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parentthe Buyer, the Company, the Final Bank, the Surviving Corporation, Corporation or any of their respective Subsidiaries to any officer officer, director, consultant or employee of the Company or any Subsidiary thereof, ; (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Agreement; (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or $50,000 per annum, in the case of any other such agreement; (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries; (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability benefits of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichwhich will be increased, or the localities in which, all or any portion vesting of the business benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) which relates to indebtedness owed by the Company or any of its Subsidiaries is Subsidiaries, or would be conducted the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and trade payables incurred in the ordinary course of business consistent with past practice); (viii) involving intellectual property or relating to the provision of data processing, network communication or other technical services to or by the Company or any of its Subsidiaries, other than agreements entered into in the ordinary course of business; (Bix) with respect to any mortgage, pledge, indenture or security agreement that grants any right of first refusal or right of first offer or similar right arrangement constituting an Encumbrance upon the assets or that limits or purports to limit the ability properties of the Company or any of its Subsidiaries Subsidiaries; (x) for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $25,000, other than in the ordinary course of business; or, following consummation (xi) for the sale or purchase of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material fixed assets or businessreal estate having a value individually, (v) with respect to all sales or to a labor union or guild (including any collective bargaining agreement)purchases thereunder, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesin excess of $25,000. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in Section 3.14(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract,” ”. The Company has previously made available to the Buyer true, complete and neither the correct copies of each Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoContract. (b) Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is binding, in full force and effecteffect and enforceable in accordance with its respective terms, subject to general principles of equity and to bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally, (ii) the Company and each Company or its Subsidiary has performed in all material respects performed all obligations required to be performed by it them to date under each Company Contract, Contract and (iii) no event or condition exists that or has occurred which violates, conflicts with, results in a breach of any provision of or the loss of any benefit under, constitutes ora default (or an event which, after with notice or lapse of time time, or both, will constitute, would constitute a material default default) on the part of any party under, results in the termination of or a right of termination or cancellation on the part of any party under, accelerates the performance required on the part of any party by, or results in the creation of any Encumbrance (other than Permitted Liens) upon any of the assets of the Company or any of its Subsidiaries under any such of the terms, conditions or provisions of any Company Contract, except, in each case, where such failure to be valid and binding or in full force and effect, failure to be enforceable, failure to perform or such violation, conflict, breach or default, has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Certain Contracts. (a) Neither Except as disclosed on Section 3.13 of the Company First Charter Disclosure Schedule, neither First Charter nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder 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 ParentFifth Third, Fifth Third Financial, First Charter, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company First Charter or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company First Charter SEC Reports filed prior to before the date hereof, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business by First Charter or, or any other agreement or obligation which purports to limit or restrictthe knowledge of First Charter, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause including any stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or other similar term providing preferential pricing benefits plan in which any of the benefits of which will be increased, or treatment to a party (other than the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or its Subsidiaries) that is material to the Company consummation of any of the transactions contemplated by this Agreement, or its Subsidiariesthe 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. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company First Charter Disclosure Schedule, is referred to as a an “Company First Charter Contract,” and neither the Company First Charter nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company First Charter Contract by any of the other parties thereto. (b) (i) Each Company First Charter Contract is valid and binding on the Company First Charter or its applicable Subsidiary and is in full force and effect, (ii) the Company First Charter and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, First Charter Contract and (iii) except as set forth on Section 3.13(b) of the First Charter Disclosure Schedule, no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company First Charter or any of its Subsidiaries under any such Company First Charter Contract.

Certain Contracts. (aExcept as set forth in Schedule 3.16(a) Neither of the Company Northern Disclosure Schedules, neither Northern nor any Company Subsidiary its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Place, Northern, the Company, the Final Surviving Corporation, Bank or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofNorthern Reports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any non-competition or exclusive dealing agreementsuch agreement with an individual, or $50,000 per annum, in the case of any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesssuch agreement, (v) which materially restricts the conduct of any line of business by Northern, (vi) with or to a labor union or guild (including any collective bargaining agreement), (vii) which would restrict, limit or prevent the legal and valid transfer of Northern’s 49% ownership of Northern Title, or (viviii) containing a “most favored nation” clause any of the employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) of which will be increased, or treatment to a party (other than the Company vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or its Subsidiaries) that is material to the Company or its Subsidiariesvalue of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.16(a) hereof, whether or not set forth in Schedule 3.16(a) of the Company Northern Disclosure ScheduleSchedules, is referred to herein as a “Company Northern Contract,.” Northern has previously delivered to First Place true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any each Northern Contract. Except as set forth in Schedule 3.16(b) of the other parties thereto. (b) Northern Disclosure Schedules, (i) Each Company each Northern Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company Northern and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Northern Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Northern, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company Northern or any of its Subsidiaries under any such Company Northern Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Northern and (iv) no other party to such Northern Contract is, to Northern’s knowledge, in default in any material respect thereunder. Schedule 3.16(c) sets forth all agreements of Northern providing for the lease of real property, including term of the lease, any option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated hereby.

Certain Contracts. (a) Neither Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries; is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, the Company, the Final Surviving Corporation, the Surviving Bank or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains which is a consulting agreement (Aincluding 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, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.15(a), whether or not set forth in Section 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” ". The Company has previously delivered to Buyer true and neither the correct copies of each Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoContract. (b) Except as set forth in Section 3.15(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it to date under each Company Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on the Company, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on the Company and (iv) no other party to such Company Contract is, to the best knowledge of the Company, in default in any respect thereunder.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a), Section 3.11(l) or Section 3.14(a) of the Company Anchor Disclosure Schedule, as of the date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentWashington Federal, Anchor, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Anchor or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Anchor Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Anchor or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Anchor or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Anchor or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Anchor or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Anchor or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Anchor or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company Anchor Contract,” and neither the Company Anchor nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Anchor, (i) Each Company each Anchor Contract is valid and binding on the Company Anchor or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Anchor and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Anchor Contract, (iii) each third-party counterparty to each Anchor Contract has performed all material obligations required to be performed by it under such Anchor Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Anchor or any of its Subsidiaries under any such Company Anchor Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Puget Sound Disclosure Schedule, as of the date hereof, neither Puget Sound nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Puget Sound shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHeritage, Puget Sound, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Puget Sound or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Puget Sound Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Puget Sound shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Puget Sound or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Puget Sound or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Puget Sound or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Puget Sound or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Puget Sound or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Puget Sound or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Puget Sound Disclosure Schedule, is referred to herein as a “Company "Puget Sound Contract,” " and neither the Company Puget Sound nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Puget Sound, (i) Each Company each Puget Sound Contract is valid and binding on the Company Puget Sound or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Puget Sound and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Puget Sound Contract, (iii) each third-party counterparty to each Puget Sound Contract has performed all material obligations required to be performed by it under such Puget Sound Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Puget Sound or any of its Subsidiaries under any such Company Puget Sound Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company CommerceOne Disclosure Schedule, as of the date hereof, neither CommerceOne nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any CommerceOne Benefit Plan and any contract, arrangement, commitment or understanding solely among CommerceOne and any wholly owned Subsidiaries of CommerceOne or solely among wholly owned Subsidiaries of CommerceOne: (i) for the purchase of materials, supplies, goods, services, equipment or other tangible assets (other than those specified elsewhere in this definition) that provides for annual payments of more than $100,000 (other than any such contracts which are terminable by CommerceOne 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); (ii) which contains a provision that materially restricts the conduct of any line of business by CommerceOne or any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of CommerceOne 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) with or to a labor union or guild with respect to any employees of CommerceOne or any its Subsidiaries (including any collective bargaining agreement); (iv) any of the employment 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 Requisite CommerceOne Vote or the announcement or consummation of any directorsof the transactions contemplated by this Agreement, officersor under which a right of cancellation or termination will arise as a result thereof, employees or consultantsthe 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 CommerceOne; (v) (A) that relates to the incurrence of indebtedness by CommerceOne 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 business consistent with past practice), (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by CommerceOne or any agreement of its Subsidiaries of, or any similar commitment by CommerceOne 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 $500,000 or more; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of CommerceOne or its Subsidiaries; (vii) that limits is a settlement, consent or purports to limit the ability similar agreement and contains any material continuing obligations of the Company CommerceOne or any of its Subsidiaries Subsidiaries; or (viii) that relates to the acquisition or disposition of any person, following consummation of the Transaction, Parent business or asset and under which CommerceOne or its Subsidiaries, to own, operate, sell, transfer, pledge Subsidiaries have or otherwise dispose of any may have a material assets obligation or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesliability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company CommerceOne Disclosure Schedule, is referred to herein as a “Company CommerceOne Contract,.” CommerceOne has made available to Green Dot true, correct and complete copies of each CommerceOne Contract in effect as of the date hereof. (i) Each CommerceOne Contract is valid and binding on CommerceOne 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 CommerceOne, (ii) CommerceOne and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each CommerceOne 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 CommerceOne, (iii) to the knowledge of CommerceOne, each third-party counterparty to each CommerceOne 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 CommerceOne 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 CommerceOne, (iv) neither the Company CommerceOne nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of any Company CommerceOne Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, CommerceOne and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company CommerceOne or any of its Subsidiaries or, to the knowledge of CommerceOne, any other party thereto, of or under any such Company CommerceOne 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 CommerceOne.

Certain Contracts. (a) Neither the Company Radian nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMGIC, Radian, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereofRadian Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by Radian or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vii) any Radian Reinsurance Contract (as defined in Section 3.14(b)), other than captive mortgage reinsurance contracts, where the Company amount of risk ceded as of December 31, 2006 exceeds $250 million. Radian has previously made available to MGIC true and correct copies of all employment and deferred compensation agreements which are in writing and to which Radian or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Radian Disclosure Schedule, is referred to herein as a “Company Contract,” and Radian Contract,”and neither the Company Radian nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above 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 Radian. (b) (i) Each Company Radian Contract and each material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which Radian or any of its Subsidiaries is a party (each a “Radian Reinsurance Contract”) is valid and binding on the Company Radian or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Radian and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Radian Contract and each Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, (iii) to Radian’s knowledge each third-party counterparty to each Radian Contract and each Radian Reinsurance Contract has in all material respects performed all obligations required to be performed by it to date under such Radian Contract or Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Radian or any of its Subsidiaries under any such Company Radian Contract or Radian Reinsurance Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Washington Banking Disclosure Schedule, as of the date hereof, neither Washington Banking nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHeritage, Washington Banking, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Washington Banking or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation or any of its affiliates to conduct their respective businesses orengage in any line of business, (v) in respect of any collective bargaining or similar agreement, with or to solicit customers a labor union or guild, (vi) (including any Washington Banking Benefit Plan) any of the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Washington Banking or any portion of the business of the Company or its Subsidiaries is (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or would be conducted or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (Bviii) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of Washington Banking or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Washington Banking or any of its Subsidiaries orof more than $100,000 per annum or $250,000 in the aggregate (other than any such contracts which are terminable by Washington Banking or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, following consummation other than the condition of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessnotice), (vx) that obligates Washington Banking or any of its Subsidiaries to conduct business with a third party on an exclusive or to a labor union or guild (including any collective bargaining agreement)preferential basis, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxi) that is material provides for contractual indemnification of more than $25,000 to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Washington Banking Disclosure Schedule, is referred to herein as a “Company Washington Banking Contract,” and neither the Company Washington Banking nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Washington Banking, (i) Each Company each Washington Banking Contract is valid and binding on the Company Washington Banking or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Washington Banking and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Washington Banking Contract, (iii) each third-party counterparty to each Washington Banking Contract has performed all material obligations required to be performed by it under such Washington Banking Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Washington Banking or any of its Subsidiaries under any such Company Washington Banking Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company nor any Company Subsidiary South Sound Bank Disclosure Schedule, as of the date hereof, South Sound Bank is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, South Sound Bank shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Merger 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 ParentTimberland, Timberland Bank, South Sound Bank or the Company, the Final Surviving Corporation, or any of their respective Subsidiaries Bank to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by South Sound Bank or obligation which purports any of its affiliates or their respective ability to limit or restrictengage, employ, or following provide products and services to, any person, or upon consummation of the Merger will restrict the ability of the Surviving Bank or any of its affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any South Sound Bank Benefit Plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, South Sound Bank shareholder approval of this Agreement or the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichMerger, or the localities in which, all or value of any portion of the business benefits of which will be calculated on the basis of any of the Company or its Subsidiaries is or would be conducted or transactions contemplated by this Agreement, (Bvii) that relates to the incurrence of indebtedness by South Sound Bank (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of South Sound Bank, (ix) that limits involves the payment by South Sound Bank of more than $10,000 per annum or purports $25,000 in the aggregate (other than any such contracts which are terminable by South Sound Bank on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to limit the ability leasing of real property, (xi) that obligates South Sound Bank to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on South Sound Bank in connection with sale of loans or loan participations (other than as a result of the Company breach of customary representations, warranties or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company South Sound Bank Disclosure Schedule, is referred to herein as a “Company "South Sound Bank Contract,” " and neither the Company nor any of its Subsidiaries knows South Sound Bank does not know of, or and has not received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of South Sound Bank, (i) Each Company each South Sound Bank Contract is valid and binding on the Company or its applicable Subsidiary South Sound Bank and is in full force and effect, (ii) the Company and each Company Subsidiary South Sound Bank has in performed all material respects performed all obligations required to be performed by it to date under each Company South Sound Bank Contract, (iii) each third-party counterparty to each South Sound Bank Contract has performed all material obligations required to be performed by it under such South Sound Bank Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries South Sound Bank under any such Company South Sound Bank Contract.

Certain Contracts. (a) Neither Except as described in Schedule 3.16 to the Company Disclosure Schedule, neither Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Contract that (i) with respect is a lease for personal property and involves or would reasonably be expected to involve aggregate payments by Company and/or its Subsidiaries in excess of $10,000 or its foreign currency equivalent as of the date of this Agreement, (ii) involves or would reasonably be expected to involve aggregate payments by Company and/or its Subsidiaries in excess of $10,000 or its foreign currency equivalent as of the date of this Agreement or payments to the employment Company and/or its Subsidiaries in excess of any directors$10,000 or its foreign currency equivalent as of the date of this Agreement, officers, employees excluding purchase orders entered into by the Company or consultants, other than its Subsidiaries in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in required to be filed with the SEC under Item 601(b)(10) 601 of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofExchange Act, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the by Company or any of its Subsidiaries or, following consummation after the Effective Time, would have the effect of materially restricting the Transaction, Parent conduct of any line of business by the Surviving Corporation or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with provides for or otherwise relates to joint venture, partnership, strategic alliance or similar arrangements, (vi) licenses to third Persons any Intellectual Property Rights owned by Company or a labor union Subsidiary of Company (other than licenses that accompany a product or guild service sold, distributed or otherwise provided by the Company or any of its Subsidiaries), (including vii) provides compensation or benefits to any collective bargaining agreement)employee, or (viviii) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or and its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to Subsidiaries taken as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretowhole. (b) (i) Each Company Contract is valid and binding on the Company or and/or its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the . Each of Company and each Company Subsidiary its Subsidiaries and, to the knowledge of Company, the other Person or Persons party thereto has in all material respects performed all of its obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither the Company Except as set forth in Disclosure Schedule 4.13(a), neither Independent nor any Company Subsidiary of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (ivii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following limits the consummation freedom of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Independent or any of its Subsidiaries or, following consummation to compete in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, in any geographic area or with any person or which requires exclusive referrals of business or requires Independent or any of its Subsidiaries to make available investment opportunities of a nature or magnitude to any person on a priority or exclusive basis, or (viii) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.13(a), whether or not set forth in the Company Disclosure ScheduleSchedule 4.13(a), is referred to herein as a an “Company Independent Contract,” and neither the Company Independent nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties thereto. Independent has made available all contracts which involved payments by Independent or any of its Subsidiaries in fiscal year 2002 of more than $50,000 or which could be expected to involve payments during fiscal year 2003 of more than $50,000, other than any such contract that is terminable at will on 60 days’ or less notice without payment of a penalty in excess of $5,000 and other than any contract entered into on or after the date hereof that is permitted under the provisions of Section 6.02. (b) Except as set forth in Disclosure Schedule 4.13(b), (i) Each Company each Independent Contract is valid and binding on the Company or its applicable Subsidiary Independent and is in full force and effecteffect and, to the best knowledge of Independent, is valid and binding on the other parties thereto, (ii) the Company Independent and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Independent Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, would constitute a material default on the part of the Company Independent or any of its Subsidiaries under any such Company Independent Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or default, individually or in the aggregate, would not have or be expected to have a Material Adverse Effect on Independent Contract.

Certain Contracts. (a) Neither Except as expressly permitted by Section 4.1(a), neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officersexecutive officers or key employees, employees or consultants, other than in with any consultants involving the ordinary course payment of business consistent with past practice$50,000 or more per annum, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 as an exhibit to or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iviii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that materially limits or purports to limit the ability of the Company or any Company Subsidiary to compete in any line of business, in any geographic area or with any person, or which requires referrals of any business or requires the Company or any of its Subsidiaries oraffiliates to make available investment opportunities to any person on a priority, following consummation of the Transaction, Parent equal or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessexclusive basis, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) containing a “most favored nation” clause which would reasonably be expected to prohibit or other similar term providing preferential pricing delay the consummation of any of the transactions contemplated by this Agreement, (vii) for the distribution or treatment to a party (other than resale of the products of the Company or its Subsidiariesany Company Subsidiary, (viii) that is material with respect to indebtedness for borrowed money, including letters of credit, guaranties, indentures, swaps and similar agreements, in excess of $100,000, and (ix) with respect to capital expenditures or commitments, except as set forth on Section 4.1(a)(v) of the Company or its SubsidiariesDisclosure Letter. The Company has previously made available to Parent complete and accurate copies of all Company Contracts. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.1(o), whether or not set forth in on Section 3.1(o) of the Company Disclosure ScheduleLetter, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries Company Subsidiary knows of, or has received written notice of, any violation of any Company Contract the above by any of the other parties thereto. . All contracts, agreements, arrangements or understandings of any kind between any affiliate of the Company (b) (i) Each other than any wholly owned Company Contract is valid and binding Subsidiary), on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contractone hand, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any Subsidiary of its Subsidiaries under any Company, on the other hand, are on terms no less favorable to the Company or to such Company ContractSubsidiary than would be obtained with an unaffiliated third party on an arm’s-length basis.

Certain Contracts. (a) Neither Except as set forth in Section 4.14 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment of any directors, officers, employees directors or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from ParentBancorpSouth, the Company, the Final Surviving Corporation, Corporation or any of their respective Subsidiaries to any officer director or employee of the Company or any Subsidiary consultant thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (the "SEC")) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) any non-competition not terminable on 90 days or exclusive dealing agreementless notice involving the payment of more than $50,000 per annum, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 4.14(a) is referred to herein as a “"Company Contract,” ". The Company has previously delivered or made available to BancorpSouth true and neither the correct copies of each Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoContract. (b) (i) Each Company Contract described in clause (iii) of Section 4.14(a) is (x) valid and binding and in full force and effect with respect to the obligations of the Company or its Subsidiaries and (y) to the best knowledge of the Company after due inquiry, is valid and binding on the Company or its applicable Subsidiary and is in full force and effecteffect with respect to the obligations of the counterparties thereto, (ii) the Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company ContractContract described in clause (iii) of Section 4.14(a), and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company ContractContract described in clause (iii) of Section 4.14(a), and (iv) no other party to any Company Contract described in clause (iii) of Section 4.14(a) is, to the knowledge of the Company, in default in any respect thereunder.

Certain Contracts. (a) Neither Except as set forth on Section 3.9 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from the Company, Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iiiii) that is a “material contract” "Material Contract" (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iviii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or and its Subsidiaries is or would be conducted or (B) any agreement that grants any right including, for purposes of first refusal or right of first offer or similar right or that limits or purports to limit this Section 3.9, assuming the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreementMerger), or (viiv) containing a “most favored nation” clause any of the benefits of which will be increased, or other the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously made available to Parent true and correct copies of all employment, severance, deferred compensation and similar term providing preferential pricing or treatment agreements to a party (other than which the Company or its Subsidiaries) that is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 3.9 (a) is referred to herein as a “"Company Contract,” " and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (b) (i) Each Company Contract is valid and binding on the Company or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effecteffect (assuming each such Company Contract is valid and binding on the other party or parties), (ii) the Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, except where such default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Certain Contracts. Each contract, arrangement, commitment or understanding (awhether written or oral) Neither which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth in Section 4.14(a) of the First Financial Disclosure Schedule or as filed by First Financial with the SEC, as of the date hereof, neither First Financial nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, 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 or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, First Financial, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which restricts First Financial’s ability to compete or contains 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 client or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by First Financial or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of TABLE OF CONTENTS any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (vi) containing a “most favored nation” clause that relates to the incurrence of indebtedness by First Financial or other similar term providing preferential pricing or treatment to a party any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1,000,000 or its Subsidiaries) that is material to the Company or its Subsidiariesmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First Financial Disclosure ScheduleSchedule or filed by First Financial with the SEC, is referred to herein as a “Company First Financial Contract,” and neither the Company First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on thereto which would reasonably be expected to have, either individually or in the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constituteaggregate, a material default Material Adverse Effect on the part of the Company or any of its Subsidiaries under any such Company ContractFirst Financial.

Certain Contracts. (a) Neither the Company Radian nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMGIC, Radian, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that 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 Company SEC Reports filed prior to the date hereofRadian Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by Radian or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vii) any Radian Reinsurance Contract (as defined in Section 3.14(b)), other than captive mortgage reinsurance contracts, where the Company amount of risk ceded as of December 31, 2006 exceeds $250 million. Radian has previously made available to MGIC true and correct copies of all employment and deferred compensation agreements which are in writing and to which Radian or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Radian Disclosure Schedule, is referred to herein as a “Company Radian Contract,” and neither the Company Radian nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above 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 Radian. (b) (i) Each Company Radian Contract and each material ceded reinsurance or retrocessional treaty, contract, agreement or arrangement to which Radian or any of its Subsidiaries is a party (each a “Radian Reinsurance Contract”) is valid and binding on the Company Radian or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Radian and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Radian Contract and each Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, (iii) to Radian’s knowledge each third-party counterparty to each Radian Contract and each Radian Reinsurance Contract has in all material respects performed all obligations required to be performed by it to date under such Radian Contract or Radian Reinsurance Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Radian or any of its Subsidiaries under any such Company Radian Contract or Radian Reinsurance Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Radian.

Certain Contracts. (a) Neither Except as set forth in Section 3.15(a) of the Company Ravenna Disclosure Schedule, neither Ravenna nor any Company its Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, Ravenna, the Company, the Final Surviving Corporation, Entity or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains which is a consulting agreement (Aincluding 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, in the case of any non-competition or exclusive dealing agreementsuch agreement with an individual, or $100,000 per annum, in the case of any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesssuch agreement, (v) which materially restricts the conduct of any line of business by Ravenna or its Subsidiary, (vi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to value of any of the Company or its Subsidiariesbenefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.15(a), whether or not set forth in the Company Section 3.15(a) of Ravenna Disclosure Schedule, is referred to herein as a “Company "Ravenna Contract,” ". Ravenna has previously delivered to Buyer true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoeach Ravenna Contract. (b) Except as set forth in Section 3.15(b) of the Ravenna Disclosure Schedule, (i) Each Company each Ravenna Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company Ravenna and each Company its Subsidiary has have in all material respects performed all obligations required to be performed by it to date under each Company Ravenna Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Ravenna, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company Ravenna or any of its Subsidiaries Subsidiary under any such Company Ravenna Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Ravenna and (iv) no other party to such Ravenna Contract is, to the best knowledge of Ravenna, in default in any respect thereunder.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company nor any Disclosure Schedule, the Company Subsidiary is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in (x) any payment or benefits (whether of severance pay or otherwise) becoming due due, or any increase in the amount of or acceleration or vesting of any rights to any payment or benefits, from ParentBuyer, the Company, the Final Surviving Corporation, Company or any of their respective Subsidiaries to any officer director, officer, employee or employee consultant thereof or (y) the invalidity, unenforceability or discontinuation of the Company any such contract, arrangement, commitment or any Subsidiary thereofunderstanding, whether in whole or in part, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofof this Agreement, (iv) that contains which is not terminable without cause on 60 days or less notice or involves the payment of more than $100,000 per annum, (Av) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following limits the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability freedom of the Company or any of its Subsidiaries oraffiliates to compete in any line of business, following consummation in any geographic area or with any person, or which requires referrals of business or requires the Transaction, Parent Company or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge offer products or otherwise dispose services of any material assets other person on a priority or business, (v) with or to a labor union or guild (including any collective bargaining agreement)exclusive basis, or (vi) containing a “most favored nation” clause with Korea Exchange Bank or any of its other similar term providing preferential pricing affiliates or treatment to a party any directors or officers thereof (other than the Company any such contract, arrangement, commitment or its Subsidiaries) understanding that is material will be terminated at or prior to the Company Closing without any cost or its Subsidiariesliability to the Company). Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” ." The Company has made available to Buyer (x) all Company Contracts and neither (y) all other contracts (including all lease, rental or occupancy agreements or other contracts affecting or relating to the ownership or use of any real or personal property; all agreements for the purchase or sale of Loans (as hereinafter defined) on a wholesale or bulk basis and all consulting agreements with outside consultants) which involved payments by the Company nor in fiscal year 2003 of more than $100,000 or which could reasonably be expected to involve payments during fiscal year 2004 of more than $100,000, other than any such contract that is terminable at will on 60 days or less notice without payment of its Subsidiaries knows of, a penalty in excess of $100,000 and other than any contract entered into on or has received notice of, any violation after the date hereof that is permitted under the provisions of any Company Contract by any of the other parties theretoSection 6.1. (b) (i) Each Company Contract is a valid and binding on obligation of the Company or its applicable Subsidiary and is in full force and effect, and to the knowledge of the Company, is valid and binding on the other parties thereto, (ii) the Company Company, and to the knowledge of the Company, each Company Subsidiary of the other parties thereto, has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes orwhich constitutes, or after notice or lapse of time or both, will both would constitute, a material default on the part of the Company or any of its Subsidiaries under any Company Contract, and (iv) no other party to such Company ContractContract is, to the knowledge of the Company, in default in any respect thereunder.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a), Section 3.11(l) or Section 3.14(a) of the Company Anchor Disclosure Schedule, as of the date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFS Bancorp, Anchor, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Anchor or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Anchor Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Anchor or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Anchor or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Anchor or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Anchor or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Anchor or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Anchor or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company "Anchor Contract,” " and neither the Company Anchor nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Anchor, (i) Each Company each Anchor Contract is valid and binding on the Company Anchor or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Anchor and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Anchor Contract, (iii) each third-party counterparty to each Anchor Contract has performed all material obligations required to be performed by it under such Anchor Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Anchor or any of its Subsidiaries under any such Company Anchor Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a), Section 3.11(l) or Section 3.14(a) of the Company Anchor Disclosure Schedule, as of the date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentWashington Federal, Anchor, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that 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 Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Anchor or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Anchor Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Anchor or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Anchor or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Anchor or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Anchor or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Anchor or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Anchor or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company "Anchor Contract,” " and neither the Company Anchor nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Anchor, (i) Each Company each Anchor Contract is valid and binding on the Company Anchor or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Anchor and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Anchor Contract, (iii) each third-party counterparty to each Anchor Contract has performed all material obligations required to be performed by it under such Anchor Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Anchor or any of its Subsidiaries under any such Company Anchor Contract.

Certain Contracts. (a) Neither Except as set forth in the Company SEC Reports filed prior to the date of this Agreement or as disclosed in Section 3.16 of the Disclosure Schedule, neither the Company, the Bank nor any Company Subsidiary of their subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer, employees employee or consultants, other than in the ordinary course of business consistent with past practiceconsultant, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving CorporationBank, or any of their respective Subsidiaries subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains (A) any non-competition which is a consulting or exclusive dealing agreement, or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on 60 days or obligation less notice involving the payment of more than $100,000 per annum, (v) which purports to limit or restrict, or following materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of business by the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Bank or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesstheir subsidiaries, (vvi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to Purchaser true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company, the Bank or any of their subsidiaries is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13Section, whether or not set forth in Section 3.16 of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto". (b) (i) Each To the best knowledge of the Company and the Bank, each Company Contract listed on such Disclosure Schedule is legal, valid and binding on upon the Company Company, the Bank or its applicable Subsidiary such subsidiary, as the case may be, and is in full force and effect, (ii) the Company Company, the Bank and each Company Subsidiary of their subsidiaries has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company Company, the Bank or any of its Subsidiaries their subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as contemplated hereby or as set forth in Schedule 3.11(a)(i) hereto, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants, other than in with respect to the ordinary course employment of business consistent with past practiceany consultant which cannot be terminated without payment, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Company or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission) (“SEC”) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) any non-competition which is a material consulting or exclusive dealing agreement, or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or obligation less notice, (v) which purports to limit or restrict, or following restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business(other than commercially reasonable nonsolicitation provisions in customer contracts), (vvi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing a “most favored nation” clause with respect to any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Other than as set forth in the Company Disclosure Schedule or in this Agreement, no benefits under any of such plans will be increased, or the vesting of the benefits of which, will be accelerated by the occurrence of any of the transactions contemplated by this Agreement. The Company has previously delivered to a party (other than Parent true and complete copies of all such employment, consulting and deferred compensation agreements which are in writing and to which the Company or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto”. (b) Except as set forth in Schedule 3.11(b) hereto, (i) Each each Company Contract is legal, valid and binding on upon the Company or any of its applicable Subsidiary Subsidiaries, as the case may be, and is in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) the Company and each Company Subsidiary has in performed all material respects performed all obligations required to be performed by it to date under each such Company Contract, (iii) to the knowledge of the Company, no party is in breach or default and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries Subsidiaries, as the case may be, under any such Company Contract.

Certain Contracts. (a) Neither Except as disclosed in Section 5.16 of ----------------- the Company VTE Disclosure Memorandum or otherwise reflected in the VTE Financial Statements, none of the VTE Entities, nor any Company Subsidiary of their respective Assets, businesses, or operations, is a party to to, or is bound by any contractor affected by, arrangementor receives benefits under, commitment or understanding (whether written or oral) (i) with respect any employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $50,000, (ii) any Contract relating to the employment borrowing of money by any VTE Entity or the guarantee by any VTE Entity of any directors, officers, employees or consultants, such obligation (other than Contracts evidencing trade payables), (iii) any Contract which prohibits or restricts any VTE Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract between or among VTE Entities, Stockholders, any director, officer or employee of any VTE Entity and/or Related Persons, (v) any Contract involving Intellectual Property Rights (other than Contracts entered into in the ordinary course with customers and "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other technical services to or by any VTE Entity, (vii) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business consistent with past practiceand involving payments under any individual Contract not in excess of $100,000), (iiix) which, upon execution of this Agreement any Contract providing VTE with the right to purchase or consummation redeem any VTE Common Stock or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result other Equity Rights in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereofVTE, (iiix) any other Contract or amendment thereto that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) would be required to be performed after filed as an exhibit to a Form 10-K, if such form were required to be filed by VTE with the SEC as of the date of this Agreement that has not been filed Agreement, (xi) any Contract relating to indebtedness for borrowed money, (xii) any Contract relating to the lease of personal property, (xiii) any Contract relating to the lease of real property, and (xiv) any Contract relating to the development of strategic alternatives for, raising capital for, or incorporated by reference selling VTE (together with all Contracts referred to in Sections 5.10, 5.15(a) and 5.19, the Company SEC Reports filed prior "VTE Contracts"). With respect to each VTE Contract disclosed pursuant to item (xi) of the preceding sentence, Section 5.16 of the VTE Disclosure Memorandum sets forth, with respect to each item of indebtedness, (A) the obligee, (B) the obligor, (C) principal amount outstanding as of the date hereof, (ivD) that contains the interest rate, (AE) payment schedule, (F) the maturity date, (G) collateral securing such indebtedness, (H) the name(s) of any third party guarantor(s), (I) a brief description of any Defaults which have not been cured, (J) the amount of any prepayment penalty or premium, and (K) any non-competition or exclusive dealing agreementthird party Consents to the transactions contemplated herein which are required pursuant to the terms of such VTE Contract. With respect to each VTE Contract disclosed pursuant to items (xii) and (xiii) of this Section 5.16, or any other agreement or obligation which purports to limit or restrict, or following the consummation Section 5.16 of the Transaction would purport VTE Disclosure Memorandum sets forth, with respect to limit each such lease, (R) the lessor (S) the lessee, (T) Assets subject to such lease, (V) expiration date of current term, (V) payment schedule, (W) the terms of any purchase option, (X) a brief description of any Defaults which have not been cured, (Y) the amount of any prepayment penalty or restrict, premium and (Z) any third party Consents to the transactions contemplated herein which are required pursuant to the terms of such VTE Contract. With respect to each Contract to which any VTE Entity is a party or by which it is bound and except as disclosed in any material respect the ability Section 5.16 of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company VTE Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) Memorandum: (i) Each Company the Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, ; (ii) no VTE Entity is in Default thereunder, other than Defaults which are not reasonably likely to have, individually or in the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contractaggregate, and a VTE Material Adverse Effect; (iii) no event VTE Entity has repudiated or condition exists that constitutes orwaived any material provision of any such Contract; and (iv) no other party to any such Contract is, after notice to the Knowledge of VTE, in Default in any respect or lapse of time has repudiated or both, will constitute, a waived any material default on the part provision thereunder. All of the Company indebtedness of any VTE Entity for money borrowed is prepayable at any time by such VTE Entity without penalty or any of its Subsidiaries under any such Company Contractpremium.