Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as Disclosed, neither UCB nor any UCB Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. Each agreement, arrangement and commitment Disclosed pursuant to this Section 3.15(a) is in full force and effect.

Certain Contracts. (a) Except as Disclosedset forth in Section 5.13(a) of the CBC Disclosure Schedule or as filed with or incorporated into any CBC Report filed prior to the date hereof, as of the date hereof, neither UCB CBC nor any UCB Subsidiary of its Subsidiaries is a party to, is to or bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement arrangement, commitment or understanding with a labor union, in each case (whether written or oral, but excluding any CBC Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by CBC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (vincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) any which is a collective bargaining agreement or plan, including similar agreement with any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, labor organization; (iv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the CBC Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement Agreement, or the SNC Option Agreement 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 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 SNC Option Agreementaggregate, reasonably be expected to have a Material Adverse Effect on CBC; (v) (A) that relates to the incurrence of indebtedness by CBC or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by CBC or any of its Subsidiaries of, or any similar commitment by CBC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of CBC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of CBC or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by CBC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by CBC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of CBC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which CBC or its Subsidiaries have or may have a material obligation or liability. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a5.13(a) (excluding any CBC Benefit Plan), whether or not set forth in the CBC Disclosure Schedule, is referred to herein as a “CBC Contract.” CBC has made available to SCB true, correct and complete copies of each CBC Contract in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as Disclosedset forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither UCB SCB nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral but excluding any SCB Benefit Plan): (i) any agreement, arrangement or commitment, the default which is a “material contract” (as such term is defined in Item 601(b)(10) of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course Regulation S-K of the banking businessSEC), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, ; (ii) which contains a provision that materially restricts the conduct on any agreement, indenture or other instrument relating to the borrowing line of money business by UCB SCB or any UCB Subsidiary of its Subsidiaries or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB consummation of the nature transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or the SNC Option Agreement, 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 contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement Agreement, or the SNC Option Agreement 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 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 SNC Option Agreementaggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as Disclosedset forth in Section 3.13(a) of the Sterling Disclosure Schedule or as filed with or incorporated into any Sterling Report filed prior to the date hereof, as of the date hereof, neither UCB Sterling nor any UCB Subsidiary of its Subsidiaries is a party to, is to or bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement arrangement, commitment or understanding with a labor union, in each case (whether written or oral, but excluding any Sterling Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by Sterling or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (vincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) any which is a collective bargaining agreement or plan, including similar agreement with any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, labor organization; (iv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Sterling Vote or the announcement or consummation of any of the transactions contemplated by this Agreement Agreement, or the SNC Option Agreement 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 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 SNC Option Agreementaggregate, reasonably be expected to have a Material Adverse Effect on Sterling; (v) (A) that relates to the incurrence of indebtedness by Sterling or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Sterling or any of its Subsidiaries of, or any similar commitment by Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Sterling or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Sterling or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum other than any such contracts which are terminable by Sterling or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Sterling or its Subsidiaries have or may have a material obligation or liability. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a3.13(a) (excluding any Sterling Benefit Plan), whether or not set forth in the Sterling Disclosure Schedule, is referred to herein as a “Sterling Contract.” Sterling has made available to Xxxxxxx true, correct and complete copies of each Sterling Contract in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as DisclosedAs of the date hereof, neither UCB Columbia nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral but excluding any Columbia Benefit Plan): (i) any agreement, arrangement or commitment, the default which is a “material contract” (as such term is defined in Item 601(b)(10) of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course Regulation S-K of the banking businessSEC), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, ; (ii) which contains a provision that materially restricts the conduct on any agreement, indenture or other instrument relating to the borrowing line of money business by UCB Columbia or any UCB Subsidiary of its Subsidiaries or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB consummation of the nature transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or the SNC Option Agreement, 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 contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Columbia Vote or the announcement or consummation of any of the transactions contemplated by this Agreement Agreement, or the SNC Option Agreement 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 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 SNC Option Agreementaggregate, reasonably be expected to have a Material Adverse Effect on Columbia; (v) (A) that relates to the incurrence of indebtedness by Columbia or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Columbia or any of its Subsidiaries of, or any similar commitment by Columbia 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 Columbia or any of its Subsidiaries, other than Contracts entered into by Columbia or its Subsidiaries in the ordinary course of business; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Columbia or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $7,500,000 per annum other than any such contracts which are terminable by Columbia or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Columbia or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Columbia or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Columbia or its Subsidiaries have or may have a material obligation or liability. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a4.13(a) (excluding any Columbia Benefit Plan), whether or not set forth in the Columbia Disclosure Schedule, is referred to herein as a “Columbia Contract”. Columbia has made available to Umpqua true, correct and complete copies of each Columbia Contract in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as Discloseddisclosed in Section 4.11(a) of the CVBG Disclosure Schedule, neither UCB CVBG nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral) (i) with respect to the employment of any agreementdirectors, arrangement officers or commitment, the default of which would have a Material Adverse Effect, whether or not made employees other than in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding consistent with regulatory authoritiespast practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any agreementadditional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CVBG, indenture or other instrument relating to GCBS, the borrowing of money by UCB Surviving Corporation, or any UCB Subsidiary of their respective Subsidiaries to any officer or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)employee thereof, (iii) any agreement, arrangement or commitment relating which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days performed after the Closing Date by UCB or any UCB Subsidiary (without payment date of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement that has not been filed or incorporated by reference in the SNC Option AgreementCVBG Reports, (iv) which materially restricts the conduct of any contractline of business by CVBG or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, agreement or understanding with a labor union, in each case whether written or oral, or (v) with or to a labor union or guild (including any agreement collective bargaining agreement) or plan, (vi) (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 SNC Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. CVBG has previously made available to GCBS true and correct copies of all employment and deferred compensation agreements which are in writing and to which CVBG is a party. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a) 4.14(a), whether or not set forth in the CVBG Disclosure Schedule, is referred to herein as a “CVBG Contract”, and neither CVBG nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in full force and effectthe aggregate, a Material Adverse Effect on CVBG.

Certain Contracts. (a) Except as DisclosedAs of the date hereof, neither UCB Umpqua nor any UCB Subsidiary of its Subsidiaries is a party to, is to or bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement arrangement, commitment or understanding with a labor union, in each case (whether written or oral, but excluding any Umpqua Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by Umpqua or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (vincluding any exclusivity or exclusive dealing provisions with such an effect); (iii) any which is a collective bargaining agreement or plan, including similar agreement with any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, labor organization; (iv) any of the benefits of or obligations under which will arise or be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Umpqua Vote or the announcement or consummation of any of the transactions contemplated by this Agreement Agreement, or the SNC Option Agreement 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 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 SNC Option Agreementaggregate, reasonably be expected to have a Material Adverse Effect on Umpqua; (v) (A) that relates to the incurrence of indebtedness by Umpqua or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Umpqua or any of its Subsidiaries of, or any similar commitment by Umpqua or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Umpqua or any of its Subsidiaries, other than contracts entered into by Umpqua or its Subsidiaries in the ordinary course of business; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Umpqua or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $7,500,000 per annum other than any such contracts which are terminable by Umpqua or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Umpqua or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) 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 acquisition or disposition of any person, business or asset and under which Umpqua or its Subsidiaries have or may have a material obligation or liability. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a3.13(a) (excluding any Umpqua Benefit Plan), whether or not set forth in the Umpqua Disclosure Schedule, is referred to herein as a “Umpqua Contract”. Umpqua has made available to Columbia true, correct and complete copies of each Umpqua Contract in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as Disclosed, neither UCB nor any UCB Subsidiary is Section 3.14 of the Company Disclosure Schedule includes a party to, is bound or affected by, or receives benefits under list of each (i) contract, arrangement, commitment or understanding with respect to the employment of any agreementdirectors, arrangement executive officers or commitmentkey employees, the default or with any consultants (for purposes of which would have a Material Adverse Effectthis clause (i), whether or not made in the ordinary course of business (other than loans consultants for computer and information systems) involving the payment of $100,000 or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authoritiesmore per annum, (ii) any agreementcontract, indenture arrangement, commitment or other instrument relating understanding which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) that has not been filed as an exhibit to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)a Company Report, (iii) contract, arrangement, commitment or understanding which limits in any agreementway the ability of Company or any of its Subsidiaries to compete in any line of business, arrangement in any geographic area or commitment relating to the employment of a consultant with any person, or the employment, election or retention in office which requires referrals of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreementbusiness, (iv) any contract, agreement arrangement, commitment or understanding with or to a labor unionunion or guild (including any collective bargaining agreement), in each case whether written or oral, or (v) contract, arrangement, commitment or understanding (including, without limitation, any agreement Company Employee Plan but excluding options, warrants and other securities identified in Section 3.2 or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, in Section 3.2 of the Company Disclosure Schedule) any of the benefits of which will be paid or increased, or the vesting of the benefits of which will be accelerated, by the delivery of this Agreement or the occurrence of any of the transactions contemplated by this Agreement or the SNC Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, (vi) contract, arrangement, commitment or understanding which would prohibit or materially delay the SNC Option consummation of any of the transactions contemplated by this Agreement. Each , (vii) loan agreement, indenture, mortgage, pledge, conditional sale or title retention agreement, security agreement, guaranty, standby letter of credit (to which Company or any of its Subsidiaries is the responsible party), material equipment lease or lease purchase agreement to which the Company or any of its Subsidiaries is a party or by which any of them is bound, (viii) contract, arrangement, commitment or understanding to which Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or effected entered into in connection with the securitization by Company or any of its Subsidiaries of receivables (including, without limitation, (A) contracts, arrangements, commitments or understandings regarding credit support provided by Financial Security Assurance Inc. ("FSA") and any modification agreement, waiver or consent related thereto and (B) sale and servicing agreements) ("SECURITIZATION AGREEMENTS"), (ix) contract, agreement, arrangement or understanding between any affiliate of Company (other than any wholly-owned Subsidiary of Company), on the one hand, and Company or any Subsidiary of Company, on the other hand, and (x) any other contract, arrangement, commitment Disclosed pursuant or understanding that is material to the business, assets, liabilities, financial condition or results of operations of Company and its Subsidiaries, taken as a whole (PROVIDED, that for purposes of this clause (ix) any contract, arrangement, commitment or understanding involving payments or receipts by Company or any of its Subsidiaries in excess of $250,000 over the term thereof shall be deemed to be material). Company has previously made available to Parent complete and accurate copies of all Company Contracts (as defined below). Each contract, arrangement, commitment or understanding of the type described in this Section 3.15(a3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a "COMPANY CONTRACT". None of Company or any of its Subsidiaries is in material breach of or default in the performance of its obligations under any Company Contract, and no material breach or default, alleged breach or default or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Company or any of its Subsidiaries (or, to the knowledge of Company, any other party or obligor with respect thereto) has occurred, or as a result of its performance will occur. To the extent that Company or any of its Subsidiaries has been, since January 1, 1996, in material breach of or default in performance of its obligations under any Company Contract, such breach or default, together with all such other breaches or defaults, could not reasonably be expected to have a Material Adverse Effect on Company. To the knowledge of Company, each Company Contract is in full force and effect.

Certain Contracts. (a) Except as DisclosedAs of the date hereof, neither UCB NewBridge nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral) (i) with respect to the employment of any agreementdirectors, arrangement officers, employees, independent contractors or commitment, the default of which would have a Material Adverse Effect, whether or not made consultants other than in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding consistent with regulatory authoritiespast practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any agreementadditional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Yadkin, indenture or other instrument relating to NewBridge, the borrowing of money by UCB Surviving Corporation, or any UCB Subsidiary of their respective Subsidiaries to any officer or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)employee thereof, (iii) any agreement, arrangement or commitment relating to the employment which is a “material contract” (as such term is defined in Item 601(b)(10) of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB Regulation S-K of the nature contemplated by this Agreement or the SNC Option AgreementSEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any contractother provision that materially restricts the conduct of any line of business by NewBridge or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, agreement or understanding with a labor union, in each case whether written or oral, or (v) with or to a labor union or guild (including any agreement collective bargaining agreement), (vi) any of the benefits of which contract, arrangement, commitment or plan, understanding (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 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 SNC Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, (vii) that relates to 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 SNC Option AgreementFederal 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 Subsidiaries or (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by NewBridge or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice). Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a) 3.14(a), whether or not set forth in the NewBridge Disclosure Schedule, is referred to herein as a “NewBridge Contract,” and neither NewBridge nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in full force and effectthe aggregate, a Material Adverse Effect on NewBridge.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither Republic nor any UCB Republic Subsidiary is a party to, is bound or affected by, or receives benefits under (i) except for this Agreement, any agreement, arrangement or commitment, written or oral, the default of which has had or would be reasonably likely to have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), outstanding on the date hereof, or any agreement restricting in any material respect its business activities, including including, without limitation limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, outstanding on the date hereof, relating to the borrowing of money by UCB Republic or any UCB Republic Subsidiary or the guarantee by UCB Republic or any UCB Republic Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB Republic or any UCB Republic Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB Republic or any UCB Republic Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are materially is altered, upon the occurrence of a transaction involving UCB Republic of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (viv) any agreement or plan, written or oral, including any stock option planplans, 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 SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. Each agreement, arrangement arrangement, commitment, indenture and commitment plan Disclosed pursuant to this Section 3.15(a) is in full force as of the date hereof valid and effectbinding on Republic or its applicable Subsidiary and, to the knowledge of Republic, against the other parties thereto.

Certain Contracts. (a) Except as Disclosedset forth at Section 3.12 of the Empire Disclosure Schedule, neither UCB Empire nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement or affected by, or receives benefits under commitment (i) with respect to the employment of any agreementdirectors, arrangement officers, employees or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authoritiesconsultants, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially alteredwhich, upon the occurrence of a transaction involving UCB consummation of the nature transactions contemplated by this Agreement or the SNC Option AgreementInstitution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether severance, change of control or otherwise) becoming due from Sterling, Empire or any of their Subsidiaries, to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Empire or any of its Subsidiaries, (iv) any contract, agreement with or understanding with to a labor unionunion or guild (including any collective bargaining agreement), in each case whether written or oral, or (v) any agreement or plan, (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, ) any of the benefits of 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 SNC Option Agreement Institution Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Institution Merger Agreement, (vi) that is material and is not made in the ordinary course of business or pursuant to which Empire or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any entity, (vii) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to borrowings of money (or guarantees thereof by Empire, or any of its Subsidiaries), other than in the ordinary course of business, or (viii) is a lease or similar arrangement with annual rental payments of $10,000 or more. Section 3.12(a) of the Empire Disclosure Schedule sets forth true, correct and complete copies of all employment, consulting and deferred compensation agreements to which Empire or any of its Subsidiaries is a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Empire Stock Option AgreementPlan, constitute a violation of any Laws or give rise to liability to any option holder. Section 3.12(a) of the Empire Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Empire. Each agreementcontract, arrangement and or commitment Disclosed pursuant to of the type described in this Section 3.15(a3.12(a), whether or not set forth in Section 3.12(a) of the Empire Disclosure Schedule, is in full force referred to herein as an "Empire Contract," and effectneither Empire nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation or imminent violation of any Empire Contract by any other party thereto.

Certain Contracts. (a) Except as Disclosedset forth at Section 3.12 of the MECH Disclosure Schedule, neither UCB MECH nor any UCB Subsidiary is a party toto or bound by any contract, is bound arrangement or affected by, or receives benefits under commitment (i) with respect to the employment of any agreementdirectors, arrangement officers, employees or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authoritiesconsultants, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially alteredwhich, upon the occurrence of a transaction involving UCB consummation of the nature transactions contemplated by this Agreement or the SNC Option Bank Merger Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Xxxxxxx, MECH, MS Bank, Xxxxxxx Bank or any of their respective Subsidiaries to any director, officer or employee of MECH or any Subsidiary, (iii) which materially restricts the conduct of any line of business by MECH or any Subsidiary, (iv) any contract, agreement with or understanding with to a labor union, in each case whether written union or oral, guild (including any collective bargaining agreement) or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement or the SNC Option Agreement Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option AgreementBank Merger 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 3.12 of the MECH Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which MECH or any of its Subsidiaries is a party. Section 3.12 of the MECH Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of MECH and each of its Subsidiaries. Each agreementcontract, arrangement and or commitment Disclosed pursuant to of the type described in this Section 3.15(a) 3.12(a), whether or not set forth in Section 3.12 of the MECH Disclosure Schedule, is in full force referred to herein as a "MECH Contract," and effectneither MECH nor any Subsidiary has received notice of, any violation of any MECH Contract by MECH.

Certain Contracts. (a) Except as DisclosedSection 4.16(a) of the PICA Disclosure Schedule lists all contracts, neither UCB nor agreements, arrangements, commitments, or understandings (whether written or oral) other than insurance policies issued by PICA or any UCB PICA Insurance Subsidiary to which PICA or a PICA Subsidiary is a party to, is or bound or affected by, or receives benefits under : (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant any directors, officers or employees; (ii) which, upon the employment, election consummation of the transactions contemplated by this Agreement will (either alone or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB any additional acts or events) result in any payment (whether of the nature contemplated by this Agreement severance pay or the SNC Option Agreementotherwise) becoming due from PICA, PRA, or any of their respective Subsidiaries to any director, officer or employee thereof; (iii) which contains obligations for PICA or any PICA Subsidiary to pay in excess of $100,000 in any twelve month period or provides for PICA or any PICA Subsidiary to receive in excess of $100,000 in any twelve month period; (iv) any contract, agreement that concerns a partnership or understanding joint venture that is not consolidated with a labor union, in each case whether written or oral, or PICA for financial reporting purposes; (v) that contractually limits the ability of PICA or any PICA Subsidiary to compete with respect to any product, service or territory; (vi) that is in the nature of a collective bargaining agreement, employment agreement, consulting agreement or plan, including severance agreement that is not cancelable by PICA or any stock option plan, stock appreciation rights plan, restricted stock plan PICA Subsidiary without penalty or stock purchase plan, compensation on thirty (30) days notice or less; (vii) that provides for the payment to an employee of PICA or any PICA Subsidiary any incentive or bonus compensation based on the productivity or performance of such employee or of PICA or any PICA Subsidiary; or (viii) 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 SNC Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. PICA has made available to PRA complete copies of all employment and deferred compensation agreements which are in writing and to which PICA or any PICA Subsidiary is a party. Each contract, agreement, arrangement arrangement, commitment, or understanding (whether written or oral) of the type described in Section 4.16(a) of this Agreement, whether or not set forth in the PICA Disclosure Schedule, is referred to in this Agreement as a “PICA Contract,” and commitment Disclosed pursuant neither PICA nor any PICA Subsidiary has received notice of any, and to this Section 3.15(a) is in full force and effectthe Knowledge of PICA there has been no, violation of any PICA Contract by any of the other parties thereto. For the avoidance of doubt, the term "PICA Contracts" does not include any insurance policy or contract issued by PICA or a PICA Insurance Subsidiary.

Certain Contracts. (a) Except as Discloseddisclosed in Section 4.11(a) of the CAVB Disclosure Schedule, neither UCB CAVB nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral) (i) with respect to the employment of any agreementdirectors, arrangement officers or commitment, the default of which would have a Material Adverse Effect, whether or not made employees other than in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding consistent with regulatory authoritiespast practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any agreementadditional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CAVB, indenture or other instrument relating to PNFP, the borrowing of money by UCB Surviving Corporation, or any UCB Subsidiary of their respective Subsidiaries to any officer or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)employee thereof, (iii) any agreement, arrangement or commitment relating which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days performed after the Closing Date by UCB or any UCB Subsidiary (without payment date of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement that has not been filed or incorporated by reference in the SNC Option AgreementCAVB Reports, (iv) which materially restricts the conduct of any contractline of business by CAVB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, agreement or understanding with a labor union, in each case whether written or oral, or (v) with or to a labor union or guild (including any agreement collective bargaining agreement) or plan, (vi) (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 SNC Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. CAVB has previously made available to PNFP true and correct copies of all employment and deferred compensation agreements which are in writing and to which CAVB is a party. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a) 4.14(a), whether or not set forth in the CAVB Disclosure Schedule, is referred to herein as a "CAVB Contract", and neither CAVB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in full force and effectthe aggregate, a Material Adverse Effect on CAVB.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither One Valley nor any UCB One Valley Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, that would be required to be disclosed pursuant to Item 601(b)(4) (without regard to clause (ii) thereof) or Item 601(b)(10) (disregarding the default of which would have a Material Adverse Effect, whether or not made exception therein for contracts entered into in the ordinary course of business business) of Regulation S-K (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activitiesability to engage in any line of business, including including, without limitation limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, relating to the borrowing of money by UCB One Valley or any UCB One Valley Subsidiary or the guarantee by UCB One Valley or any UCB One Valley Subsidiary of any such obligation, which cannot be terminated within less than 30 60 days after the Closing Date by UCB One Valley or any UCB One Valley Subsidiary (without payment of any material penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 60 days after the Closing Date by UCB One Valley or any UCB One Valley Subsidiary (without payment of any material penalty or cost), or that provides benefits which are contingent, or the terms application of which are materially is altered, upon the occurrence of a transaction involving UCB One Valley of the nature contemplated by this Agreement or the SNC BB&T Option Agreement, or (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, written or oral, including any stock option planStock Option Plans, 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 SNC BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC BB&T Option Agreement. Each agreement, arrangement and commitment matter Disclosed pursuant to this Section 3.15(a) is in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither First Banking nor any UCB First Banking Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including including, without limitation limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, relating to the borrowing of money by UCB First Banking or any UCB First Banking Subsidiary or the guarantee by UCB First Banking or any UCB First Banking Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB First Banking or any UCB First Banking Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB First Banking or any UCB First Banking Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are materially is altered, upon the occurrence of a transaction involving UCB First Banking of the nature contemplated by this Agreement or the SNC BB&T Option Agreement, or (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC BB&T Option Agreement. Each agreement, arrangement and commitment matter Disclosed pursuant to this Section 3.15(a) is in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither First Virginia nor any UCB First Virginia Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), outstanding on the date hereof, or any agreement expressly restricting in any material respect its business activities, including including, without limitation limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, outstanding on the date hereof, relating to the borrowing of money by UCB First Virginia or any UCB First Virginia Subsidiary or the guarantee by UCB First Virginia or any UCB First Virginia Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB First Virginia or any UCB First Virginia Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), where the amount borrowed or guaranteed exceeds $500,000 in the aggregate (iii) any agreement, arrangement or commitment commitment, written or oral, outstanding on the date hereof, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB First Virginia or any UCB First Virginia Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are materially is altered, upon the occurrence of a transaction involving UCB First Virginia of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (viv) any agreement or plan, written or oral, including any stock option planplans, 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 SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. Each agreement, arrangement arrangement, commitment, indenture and commitment plan Disclosed pursuant to this Section 3.15(a) is in full force as of the date hereof valid and effectbinding on First Virginia or its applicable Subsidiary and, to the knowledge of First Virginia, against the other parties thereto.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither Life nor any UCB Life Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, relating to the borrowing of money by UCB Life or any UCB Life Subsidiary or the guarantee by UCB Life or any UCB Life Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB Life or any UCB Life Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB Life or any UCB Life Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are is materially altered, upon the occurrence of a transaction involving UCB Life of the nature contemplated by this Agreement or the SNC BB&T Option Agreement, or (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC BB&T Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC BB&T Option Agreement. Each agreement, arrangement and commitment matter Disclosed pursuant to this Section 3.15(a) is in full force and effect.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither Maryland Federal nor any UCB Maryland Federal Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received or borrowings obtained in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, relating to the borrowing of money by UCB Maryland Federal or any UCB Maryland Federal Subsidiary or the guarantee by UCB Maryland Federal or any UCB Maryland Federal Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB Maryland Federal or any UCB Maryland Federal Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB Maryland Federal or any UCB Maryland Federal Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are is materially altered, upon the occurrence of a transaction involving UCB Maryland Federal of the nature contemplated by this Agreement or the SNC BB&T Option Agreement, or (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC BB&T Option Agreement. Each agreement, arrangement and commitment matter Disclosed pursuant to this Section 3.15(a) is in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as DisclosedSchedule 4.13(a) of the Disclosure Schedules sets forth all of the following types of agreements, neither UCB nor any UCB Subsidiary arrangements, obligations, or commitments to which WBI or the Bank is a party toparty, is bound or affected by, receives or receives is obligated to pay, benefits under under: (i) any agreement, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument commitment relating to the borrowing of money by UCB WBI or any UCB Subsidiary the Bank (other than in the case of deposits, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or the guarantee by UCB WBI or any UCB Subsidiary the Bank of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary ; (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iiiii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director director, officer or employee of WBI or the Bank, other than any agreement, arrangement or commitment terminable at will and without the payment of any penalty by WBI or the Bank, and other than the Bank Employee Plans; (iii) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of WBI or the Bank upon execution of this Agreement or any other Transaction Document or upon or following consummation of the transactions contemplated hereby or thereby (either alone or in connection with the occurrence of any additional acts or events), other than the Bank Employee Plans; (iv) any agreement, arrangement or understanding pursuant to which WBI or the Bank is obligated to indemnify any director, officer, employee or agent of WBI or the Bank; (v) any agreement, arrangement or understanding to which canWBI or the Bank is a party or by which either of the same is bound which limits the freedom of WBI or the Bank to compete in any line of business or with any person or entity; (vi) any supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by an applicable federal or state regulatory agency; (vii) any lease of real or personal property requiring payments of annual rental in excess of $20,000, whether as lessor or lessee; or (viii) any other agreement, arrangement or understanding which involves an annual payment of more than $20,000 which is not be terminated within less than 30 days after terminable at the Closing Date by UCB election of WBI or any UCB Subsidiary (the Bank without payment of any penalty or cost), a similar termination fee or that provides benefits which are contingent, cost on not more than 30 calendar days written notice. WBI and the Bank have previously delivered or the terms made available to BSVN a copy of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. Each such agreement, arrangement and commitment Disclosed pursuant or understanding or, if oral, has described such agreement, arrangement or understanding in writing to this Section 3.15(a) is in full force and effectBSVN.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither FirstSpartan nor any UCB FirstSpartan Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including including, without limitation limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, relating to the borrowing of money by UCB FirstSpartan or any UCB FirstSpartan Subsidiary or the guarantee by UCB FirstSpartan or any UCB FirstSpartan Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB FirstSpartan or any UCB FirstSpartan Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB FirstSpartan or any UCB FirstSpartan Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are materially is altered, upon the occurrence of a transaction involving UCB FirstSpartan of the nature contemplated by this Agreement or the SNC BB&T Option Agreement, or (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, written or oral, including any stock option planplans, 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 SNC BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC BB&T Option Agreement. Each agreement, arrangement and commitment matter Disclosed pursuant to this Section 3.15(a) is in full force and effecteffect as of the date hereof.

Certain Contracts. (a) Except as DisclosedAs of the date hereof, neither UCB nor none of CCA or any UCB Subsidiary of its Subsidiaries is a party to, is to or bound or affected by, or receives benefits under by (i) any agreement, arrangement or commitment, the default “material contract” (as such term is defined in Item 601(b)(10) of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course Regulation S-K of the banking businessSEC), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) any agreementnon-competition agreement or any other agreement or arrangement that limits or otherwise restricts CCA or any of its Subsidiaries or any of their respective affiliates or any successor thereto, indenture or other instrument relating that would, after the Effective Time, limit or restrict StorCOMM or any of its Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area, after giving effect to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)Merger, (iii) any agreementemployee benefit plan, arrangement or commitment relating to the employment of employee contract with a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB senior executive or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any other material contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or (iv) any Contract which would prohibit or materially delay the SNC Option consummation of the Merger or any of the transactions contemplated by this Agreement. Each agreementAll “material contracts” (as defined in clause (i) above) set forth in Section 3.2(p) of the CCA Disclosure Schedule are valid and binding on CCA and its Subsidiaries, arrangement as applicable, and commitment Disclosed pursuant to this Section 3.15(a) is in full force and effect. None of CCA or any of its Subsidiaries or, to the Knowledge of CCA, any other party thereto has violated any provision of, or committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any “material contract” (as defined in clause (i) above) set forth in Section 3.2(p) of the CCA Disclosure Schedule.

Certain Contracts. (a) Except as Disclosedset forth at Section 3.12(a) of the Maritime Bank Disclosure Schedule, neither UCB nor any UCB Subsidiary Maritime Bank is not a party toto or bound by any contract, is bound arrangement or affected by, or receives benefits under commitment (i) with respect to the employment of any agreementdirectors, arrangement officers, employees or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authoritiesconsultants, (ii) any agreementwhich, indenture or other instrument relating to upon the borrowing consummation of money the transactions contemplated by UCB or any UCB Subsidiary this Agreement, the Bank Merger Agreement or the guarantee by UCB Option Agreement will (either alone or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Webster, Maritime Bank, Webster Bank, the nature contemplated Surviving Bank or any of Xxxxxxx's Subsidiaries to xxx xirector, officer or employee therexx, (xxx) which materially restricts the conduct of any line of business by this Agreement or the SNC Option AgreementMaritime Bank, (iv) any contract, agreement with or understanding with to a labor union, in each case whether written union or oral, guild (including any collective bargaining agreement) or (v) any agreement or plan, (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, ) any of the benefits of 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, the Bank Merger Agreement or the SNC Option Agreement 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 Bank Merger Agreement or the SNC Option Agreement. Maritime Bank has previously delivered to Webster true, correct and complete copies of all employment, cxxxxxxxng and deferred compensation agreements to which Maritime Bank is a party. Section 3.12(a) of the Maritime Bank Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Maritime Bank. Each agreementcontract, arrangement and or commitment Disclosed pursuant to of the type described in this Section 3.15(a3.12(a), whether or not set forth in Section 3.12(a) of the Maritime Bank Disclosure Schedule, is in full force referred to herein as a "Maritime Bank Contract," and effectMaritime Bank has not received notice of, nor do any of its executive officers know of, any violation of any Maritime Bank Contract.

Certain Contracts. (a) Except as Discloseddisclosed on Section 3.13(a) of the Seller Disclosure Schedule, neither UCB Seller nor any UCB Seller Subsidiary is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral) (i) with respect to the employment of any agreementdirectors, arrangement officers, employees, consultants, independent contractors or commitment, the default of which would have a Material Adverse Effect, whether or not made other service providers other than in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding consistent with regulatory authoritiespast practice, (ii) that, upon execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any agreementadditional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Buyer, indenture Seller, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other instrument relating to the borrowing service provider of money by UCB Seller or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)Seller Subsidiary, (iii) any agreement, arrangement or commitment relating that is a contract material to the employment business of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot Seller to be terminated within less than 30 days performed after the Closing Date by UCB or any UCB Subsidiary (without payment date of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) that materially restricts the conduct of any contract, agreement or understanding with a labor union, in each case whether written or oralline of business, or the area in which such business is conducted, by Seller or, to the knowledge of Seller, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any agreement collective bargaining agreement) or plan, (vi) including any stock option plan, stock appreciation rights plan, restricted stock plan plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement or the SNC Option Agreement 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 or the SNC Option Agreement. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a) 3.13(a), whether or not set forth in the Seller Disclosure Schedule, is in full force referred to as a “Seller Contract,” and effectneither Seller nor any Seller Subsidiary has knowledge of any material violation of any Seller Contract by any of the other parties thereto.

Certain Contracts. Schedule 4.15 of the Xxxxxxx International Disclosure Schedule sets forth as of the date hereof all contracts of XXXXXXX BANK which are executory material contracts (aas defined in Item 601(b)(10) Except as Disclosed, neither UCB nor of Regulation S-K of the SEC) to be performed after the date of this Agreement and any UCB Subsidiary is a party to, is bound or affected byother written, or receives benefits under to the Knowledge of XXXXXXX BANK or XXXXXXX INTERNATIONAL, oral, (i) consulting agreement not terminable on 60 days' or less notice or employment agreement or other agreement providing any agreementterm of employment, arrangement or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business)compensation guarantee, or any agreement restricting its business activities, including without limitation agreements severance or memoranda of understanding with regulatory authoritiessupplemental retirement benefit, (ii) any union, guild or collective bargaining agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB of the nature contemplated by this Agreement or the SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, (iv) contract containing covenants which limit the ability of XXXXXXX BANK to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, XXXXXXX BANK may carry on its business (other than as may be required by law or applicable regulatory authorities), and (v) any contract, agreement or other instrument or undertaking which is not terminable by XXXXXXX BANK without additional payment or penalty within 60 days and obligates XXXXXXX BANK for payments or other consideration with a value in excess of $25,000. XXXXXXX BANK has performed in all material respects and is not in default under or in breach of any material term or provision of any such agreement or any loan agreement or credit agreement, note, mortgage, indenture or other agreement, obligation or instrument applicable to XXXXXXX BANK, and no event has occurred that, with the giving of notice or the SNC Option Agreement. Each agreementpassage of time or both, arrangement and commitment Disclosed pursuant to this Section 3.15(a) is in full force and effectwould constitute such default or breach.

Certain Contracts. (a) Except as Disclosedset forth in Section 4.14(a) of the Heritage Disclosure Schedule, as of the date hereof, neither UCB Heritage nor any UCB Subsidiary of its Subsidiaries is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral) (i) with respect to the employment of any agreementdirectors, arrangement officers or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authoritiesemployees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any agreementadditional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Heritage, indenture or other instrument relating to Washington Banking, the borrowing of money by UCB Surviving Corporation, or any UCB Subsidiary of their respective Subsidiaries to any director, officer, employee or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)independent contractor thereof, (iii) any agreement, arrangement or commitment relating to the employment which is a “material contract” (as such term is defined in Item 601(b)(10) of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB Regulation S-K of the nature contemplated by this Agreement or the SNC Option AgreementSEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any contractother provision that restricts the conduct of any line of business by Heritage or any of its affiliates or upon consummation of the Merger or Bank Merger will restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, agreement or understanding with a labor union, in each case whether written or oral, or (v) in respect of any agreement collective bargaining or plansimilar agreement, with or to a labor union or guild, (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, Heritage 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, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the SNC Option Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement Agreement, (vii) that relates to the incurrence of indebtedness by Heritage or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the SNC Option AgreementFederal 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 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 Heritage or its Subsidiaries, (ix) that involves the payment by Heritage or any of its Subsidiaries of more than $100,000 per annum or $250,000 in the aggregate (other than any such contracts which are terminable by Heritage or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Heritage or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, or (xi) that provides for contractual indemnification of more than $25,000 to any director, officer, employee or independent contractor. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a) 4.14(a), whether or not set forth in the Heritage Disclosure Schedule, is in full force referred to herein as a “Heritage Contract,” and effectneither Heritage nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.

Certain Contracts. (a) Except as Disclosedset forth at Section 3.12 of the Big Sky Disclosure Schedule, neither UCB Big Sky nor any UCB Subsidiary First Federal is a party toto or bound by any contract, is bound arrangement or affected by, or receives benefits under commitment (i) with respect to the employment of any agreementdirectors, arrangement officers, employees or commitment, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authoritiesconsultants, (ii) any agreement, indenture or other instrument relating to the borrowing of money by UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially alteredwhich, upon the occurrence of a transaction involving UCB consummation of the nature transactions contemplated by this Agreement or the SNC Option AgreementInstitution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Sterling, Big Sky, First Federal, Sterling Savings Association or any of their respective Subsidiaries to any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Big Sky or First Federal, (iv) any contract, agreement with or understanding with to a labor unionunion or guild (including any collective bargaining agreement), in each case whether written or oral, or (v) any agreement or plan, (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, ) any of the benefits of 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 SNC Option Agreement Institution Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Institution Merger Agreement, (vi) that is material and is not made in the ordinary course of business or pursuant to which Big Sky or First Federal is or may become obligated to invest in or contribute capital to any entity, (vii) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to borrowings of money (or guarantees thereof by Big Sky, or First Federal), other than in the ordinary course of business, or (viii) is a lease or similar arrangement with annual rental payments of $10,000 or more. Section 3.12(a) of the Big Sky Disclosure Schedule sets forth true, correct and complete copies of all employment, consulting and deferred compensation agreements to which Big Sky or First Federal is a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Big Sky Option AgreementPlan, constitute a violation of any Laws or give rise to liability to any Option holder. Section 3.12(a) of the Big Sky Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Big Sky. Each agreementcontract, arrangement and or commitment Disclosed pursuant to of the type described in this Section 3.15(a3.12(a), whether or not set forth in Section 3.12(a) of the Big Sky Disclosure Schedule, is referred to herein as a "Big Sky Contract," and neither Big Sky nor First Federal has received notice of, nor do any executive officers of such entities know of, any violation or imminent violation of any Big Sky Contract by any other party thereto. (b) (i) Each Big Sky Contract is a valid and binding commitment of Big Sky and is in full force and effect, (ii) each of Big Sky and First Federal has in all material respects performed all obligations required to be performed by it to date under each Big Sky Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Big Sky or First Federal under any such Big Sky Contract.

Certain Contracts. (a) Except as Disclosed, neither UCB Neither First Citizens nor any UCB First Citizens Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including including, without limitation limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument instrument, written or oral, relating to the borrowing of money by UCB First Citizens or any UCB First Citizens Subsidiary or the guarantee by UCB First Citizens or any UCB First Citizens Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB First Citizens or any UCB First Citizens Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment commitment, written or oral, relating to the employment of a consultant consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB First Citizens or any UCB First Citizens Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms application of which are materially is altered, upon the occurrence of a transaction involving UCB First Citizens of the nature contemplated by this Agreement or the SNC BB&T Option Agreement, or (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of 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 SNC BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC BB&T Option Agreement. Each agreement, arrangement and commitment matter Disclosed pursuant to this Section 3.15(a) is in full force and effecteffect as of the date hereof.

Certain Contracts. (a) 5.13.1. Except as Discloseddisclosed on Section 5.13.1 of the Berkshire Bancorp Disclosure Schedule, neither UCB Berkshire Bancorp nor any UCB Subsidiary Berkshire Bank is a party toto or bound by any contract, is bound arrangement, commitment or affected by, understanding (whether written or receives benefits under oral) (i) with respect to the employment of any agreementdirectors, arrangement officers, employees or commitmentconsultants, the default of which would have a Material Adverse Effect, whether or not made other than in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding consistent with regulatory authoritiespast practice, (ii) that, upon execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any agreementadditional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Berkshire Bancorp, indenture or other instrument relating to Holdco, NCB, the borrowing of money by UCB Resulting Institution, or any UCB Subsidiary of their respective Subsidiaries to any officer or the guarantee by UCB employee of Berkshire Bancorp or any UCB Subsidiary of any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances)Berkshire Bank, (iii) that materially restricts the conduct of any agreementline of business by Berkshire Bancorp or Berkshire Bank or, arrangement or commitment relating to the employment knowledge of a consultant Berkshire Bancorp or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially alteredBerkshire Bank, upon the occurrence of a transaction involving UCB consummation of the nature contemplated by this Agreement or Merger and Bank Merger will materially restrict the SNC Option Agreementability of the Resulting Institution to engage in any line of business in which a bank holding company may lawfully engage, (iv) any contract, agreement with or understanding with to a labor unionunion or guild (including any collective bargaining agreement), in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or stock purchase plan, benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement or the SNC Option Agreement 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 Agreement, or the SNC Option Agreement(vi) which is otherwise material. Each agreementcontract, arrangement and arrangement, commitment Disclosed pursuant to or understanding of the type described in this Section 3.15(a) 5.13.1, whether or not set forth in the Berkshire Bancorp Disclosure Schedule, is in full force referred to as an “Berkshire Contract,” and effectBerkshire Bancorp and Berkshire Bank do not know of, and has not received notice of, any material violation of any Berkshire Contract by any of the other parties thereto.

Certain Contracts. (a) Except Sunshine Disclosure Schedule Section 3.13(a) lists, as Disclosedof the date hereof, neither UCB nor all contract, arrangement, commitment or understanding (whether written or oral), other than any UCB Sunshine Benefit Plan, entered into by Sunshine or its Subsidiary is a party to, is bound or affected by, by which Sunshine or receives benefits under its Subsidiary may be bound: (i) any agreement, arrangement or commitment, the default which is a “material contract” (as such term is defined in Item 601(b)(10) of which would have a Material Adverse Effect, whether or not made in the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course Regulation S-K of the banking business), or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, SEC) (ii) any agreement, indenture which contains a non-compete or other instrument relating to the borrowing of money by UCB client or customer non-solicit requirement or any UCB other provision that materially restricts the conduct of any line of business by Sunshine or its Subsidiary or upon consummation of the guarantee by UCB Merger will materially restrict the ability of the Surviving Entity or its Subsidiary to engage in any UCB Subsidiary line of any such obligationbusiness that is material to Sunshine and its Subsidiary, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), taken as a whole; (iii) with or to a labor union or guild (including any collective bargaining agreement); or (iv) which includes any bonus, arrangement stock options, restricted stock, stock appreciation right or commitment relating to other employee benefit agreement or arrangement; (v) which, upon the employment consummation of a consultant the transactions contemplated by this Agreement (with alone or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UCB any additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from Sunshine, the nature contemplated by this Agreement Surviving Entity or the SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of their respective Subsidiary to any officer, employee or director; (vi) the benefits of which will be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement Agreement; or (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Sunshine or its Subsidiary, taken as a whole. Section 3.13(a) of the SNC Option Agreement Sunshine Disclosure Schedule also lists Sunshine contracts: (i) related to the borrowing by Sunshine or its Subsidiary of money other than those entered into in the Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (ii) relating to the lease of personal property having a value in excess of $50,000 in the aggregate; (iii) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (iv) which relates to capital expenditures and involves future payments in excess of $100,000 in the aggregate; or (v) which is not terminable on sixty (60) days or less notice and involves the payment of more than $100,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in Sunshine Disclosure Schedule, is referred to herein as a “Sunshine Contract,” and neither Sunshine nor its Subsidiary knows of, or has received written, or to Sunshine’s knowledge, oral notice of, any violation of the above by any of the benefits other parties thereto which would reasonably be likely to have a Material Adverse Effect on Sunshine. Sunshine has made available to CenterState complete and correct copies of which will be calculated all Sunshine Contracts identified on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement. Each agreement, arrangement and commitment Disclosed pursuant to this Section 3.15(a) is in full force and effectSunshine Disclosure Schedule 3.13(a).