Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. Except as previously disclosed in writing to Brou▇▇▇▇▇, ▇▇ither the Company nor any Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary to compete in any line of business or with any person or involving any restriction of the area in which, or method by which, the Company or a Subsidiary will carry on its business (other than as may be required by law or applicable authorities); (v) any lease, agreement or other contract or series of related contracts requiring annual rental payments or payments aggregating $50,000 or more; (vi) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business of the Company or any Subsidiary.

Commitments and Contracts. Except as previously disclosed in writing to Brou▇▇▇▇▇, ▇▇ither (a) Neither the Company nor any Subsidiary of the Company Subsidiaries is a party to or otherwise subject to any of the following (whether written or oral, express or implied):bound by: (i) any employment employment, deferred compensation, bonus or consulting contract that (A) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of the Company or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are of the Company Subsidiaries and is not terminable at will by the Company or any of the applicable Subsidiary)Company Subsidiaries within one year without penalty or (B) requires payment by the Company or any of the Company Subsidiaries of $100,000 or more per annum; (ii) any planadvertising, brokerage, distributor, representative or agency relationship or contract requiring payment by the Company or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing any of the Company Subsidiaries of $500,000 or similar understandings with respect to any present or former officer, director or consultantmore per annum; (iii) any contract or agreement that restricts the Company or any of the Company Subsidiaries (or would restrict the Company, any Affiliate of the Company or any of the Company Subsidiaries upon consummation of the Transaction) from competing in any line of business with any labor unionbank, corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, or other person; (iv) any contract not made in or agreement that obligates the ordinary course of business containing covenants limiting the freedom Company or any of the Company Subsidiaries to conduct business on an exclusive or a Subsidiary to compete in any line of business or preferential basis with any person or involving any restriction third party or, upon consummation of the area in whichTransaction, or method by which, will obligate the Company or a Subsidiary will carry any of the Company Subsidiaries to conduct business with any third party on its business (other than as may be required by law an exclusive or applicable authorities)preferential basis, in any case of the preceding which is material; (v) any lease, agreement lease of real or other contract personal tangible property providing for annual lease payments by or series to the Company or any of related contracts requiring annual rental payments or payments aggregating the Company Subsidiaries in excess of $50,000 or more500,000 per annum; (vi) any material license agreement for the purchase granting any right to use or sale practice any right under any material Intellectual Property (whether as licensor or licensee), excluding ordinary course of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplierbusiness customer contracts; (vii) any agreement for the sale of any of the assets or properties of in which the Company or any Subsidiary other than of the Company Subsidiaries covenanted not to assert any right in the any Intellectual Property to a third party, excluding customer contracts in ordinary course of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or propertiesand confidentiality agreements; (viii) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of surety, guarantee the Company or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000any Company Subsidiary; (ix) any contract or agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges to a labor union or other similar arrangementsguild (including any collective bargaining agreement); (x) any agreement relating to the acquisition by the Company acquire equipment or any Subsidiary commitment to make capital expenditures of any operating business $500,000 or the capital stock of any other personmore; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made than agreements entered into in the ordinary course of business, any agreement for the sale of any material property or assets in which the Company or any Company Subsidiary has an ownership interest or for the grant of any lien, pledge or other encumbrance on any such property or asset; (xii) any agreement for the borrowing of any money and any guaranty agreement; (xiii) any partnership or joint venture agreement; (xiv) any material agreement which would be terminable other than by the Company or any Company Subsidiary as a result of the consummation of the transactions contemplated by this Agreement; (xv) other than agreements entered into in the ordinary course of business, any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $500,000 or more to or by the Company or any Company Subsidiary; or (xvi) any other contract or agreement that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports filed prior to the date hereof. True Each contract, arrangement, commitment or understanding of the type described in this Section 3.9(a) is referred to as a “Company Contract.” (b) The Company has publicly disclosed in the Company Reports filed with the SEC, or has provided to Purchasers prior to the date hereof or will promptly provide for review during the due diligence period (by hard copy, electronic data room or otherwise), true, correct and complete copies of all the contracts described above and other material agreements (and all amendmentsof, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇each Company Contract. ▇ach of such contacts Each Company Contract is valid, subsisting, in full force and effecteffect and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and the Companysimilar laws of general applicability relating to or affecting creditors’ rights or to general equity principles. No event or condition exists that constitutes or, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with after notice or lapse of time or both would constitute both, will constitute, a breach, violation or default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business part of the Company or any Subsidiaryof the Company Subsidiaries or, to the Company’s knowledge, any other party thereto under any such Company Contract. There are no disputes pending or, to Company’s knowledge, threatened with respect to any Company Contract.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on ------------------------- Schedule 3.10A, ▇▇ither the Company neither Buyer nor any Buyer Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Buyer or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Buyer Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Buyer Financial Statements relating to the borrowing of money by Buyer or any Buyer Subsidiary or the guarantee by Buyer or any Buyer Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Buyer Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants limiting which limit the freedom ability of the Company Buyer or a any Buyer Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Buyer or a any Buyer Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Authority); (v) any lease, agreement or other contract or series agreement which is a material contract within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any agreement for the purchase lease with annual rental payments aggregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Buyer nor any Buyer Subsidiary to purchase all or substantially all is in violation of its requirements certificate or articles of a particular product from a supplierincorporation or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on the business of the Company or any SubsidiaryBuyer and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on ------------------------- Schedule 2.10A, ▇▇ither the Company neither Seller nor any Seller Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants limiting which limit the freedom ability of the Company Seller or a any Seller Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Seller or a any Seller Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Authority); (v) any lease, agreement or other contract or series agreement which is a material contract within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or moreItem 601(b)(10) of Regulation S-K promulgated by the SEC; (vi) any agreement for the purchase lease with annual rental payments aggregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier;more; or (vii) any agreement for agreement, commitment or arrangement to make any distribution or other payments to the sale Selling Stockholder. (b) Neither Seller nor any Seller Subsidiary is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default under any of the assets material agreement, commitment, arrangement, lease, insurance policy or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on the business of the Company or any SubsidiarySeller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as previously disclosed set forth in writing to Brou▇▇▇▇▇Schedule 3.16, ▇▇ither the Company neither North Penn nor any Subsidiary of the North Penn Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment Any employment, severance or consulting contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, directordirector or employee, employee or including in any such person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of such termination by North Penn or any of the Company or the applicable SubsidiaryNorth Penn Subsidiaries); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any Any labor contract or agreement with any labor union; (iviii) Any contract covenants which limit the ability of North Penn or any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary North Penn Subsidiaries to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, which North Penn or method by which, any of the Company or a Subsidiary will North Penn Subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) Any agreement which by its terms limits the payment of dividends by North Penn or any of the North Penn Subsidiaries; (v) any lease, agreement Any lease or other contract agreements or series of related contracts requiring with annual rental payments or payments aggregating $50,000 or more; (vi) any Any instrument evidencing or related to borrowed money (other than as lender, deposits, FHLB advances or securities sold under agreement for the purchase to repurchase) or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation financial covenants or redetermination clause or that obligate other restrictions (other than those relating to the Company or any Subsidiary to purchase all or substantially all payment of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplierprincipal and interest when due); (vii) any agreement Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates North Penn for the sale payment of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties$50,000 annually over its remaining term; (viii) Any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of North Penn or any agreement of suretythe North Penn Subsidiaries, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000;taken as a whole; and (ix) any Any other contract or agreement which would be required to be disclosed in reports filed by North Penn with customers or supplier for the sharing of fees, slotting feesSecurities and Exchange Commission (“SEC”), the rebating Office of charges or other similar arrangements; Thrift Supervision (x“OTS”) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; Federal Deposit Insurance Corporation (xi) any agreement “FDIC”). Collectively, those contracts or note relating agreements listed on Schedule 3.16 are referred to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in herein as the ordinary course of business“Contracts”. True and complete correct copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) Contracts have been furnished provided to Brou▇▇▇▇▇. ▇ach of such contacts is valid▇ on or before the date hereof, subsisting, as listed in the respective disclosure schedules and are in full force and effecteffect on the date hereof. (b) There is not, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, Contract to the best knowledge which North Penn or any of the Company and its North Penn Subsidiaries is a party, any other party to existing default or event of default, or any such contract or other agreement in default thereunder, nor does any condition exist that event which with notice or lapse of time time, or both both, would constitute a default thereunderor force majeure, exceptor provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), in each case, such defaults as would not, individually or in (i) neither the aggregate, have a material adverse effect on execution of this Agreement nor the business consummation of the Company transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which North Penn or any Subsidiaryof the North Penn Subsidiaries is a party. (e) To the Knowledge of North Penn, there are no voting agreements or voting trusts among shareholders of North Penn relating to their ownership of North Penn Common Stock.

Commitments and Contracts. Except as previously disclosed Set forth in writing to Brou▇▇▇▇▇Disclosure Schedule 3.17, ▇▇ither the Company nor any Subsidiary is a party true and complete list of all of the material Contractual Obligations of Company and its Subsidiaries (except for or subject with respect to any Company or Company Subsidiary benefit plans referenced in Section 3.13), including without limitation, each of the following, to the extent material to the business of Company or any of its Subsidiaries: (a) All collective bargaining agreements and other labor agreements; all employment or consulting agreements; and all other written plans, agreements, arrangements or practices which constitute compensation or benefits to any of the following directors, officers or employees of Company or any of its Subsidiaries, other than those identified pursuant to Section 3.13; (whether written b) All Contractual Obligations under which Company or oralany of its Subsidiaries would reasonably likely become obligated to pay any brokerage, express finder’s or implied):similar fees or expenses in connection with, or incur any severance pay or special compensation obligations which would become payable by reason of, this Agreement or the consummation of the transactions contemplated hereby; (c) All Contractual Obligations under which Company or any of its Subsidiaries are or will after the Closing be restricted from carrying on any business or other activities anywhere in the world; (d) Except for transactions in the investment portfolio of Company or its Subsidiaries in the ordinary course of business, all Contractual Obligations of Company or its Subsidiaries (including, without limitation, options) to: (i) sell or otherwise dispose of any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the material asset of Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made of its Subsidiaries except in the ordinary course of business containing covenants limiting or (ii) purchase or otherwise acquire any material property or properties or other assets except for purchase orders in the freedom ordinary course of the business and less than $100,000 in amount; (e) All Contractual Obligations under which Company or its Subsidiaries have any liability for debt or constituting or giving rise to a Subsidiary to compete in guarantee of any line liability or obligation of business or with any person or involving any restriction of the area in which, or method by which, the Company or a Subsidiary will carry on its business Person (other than as may any lease, any debt or intercompany advances between Company and its wholly-owned Subsidiaries), or under which any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of Company or of its Subsidiaries (including, without limitation, partnership and joint venture agreements) other than any guarantee by Company or any of its Subsidiaries of any lease, or under which any material default could arise or material penalty or payment could be required in the event of any action or inaction of Company or any of its Subsidiaries other than any guarantee by law Company or applicable authorities)any of its Subsidiaries of any lease; (vf) any lease, agreement Any lease or other contract Contractual Obligation under which any tangible personal property having a cost or series capital lease obligation in excess of related contracts requiring annual rental payments $100,000 is held or payments aggregating $50,000 used by Company or moreany of its Subsidiaries; (vig) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Any Contractual Obligation under which Company or any Subsidiary to purchase all or substantially all of its requirements Subsidiaries is reasonably likely to become obligated to pay any amount in excess of a particular product from a supplier$100,000 in respect of indemnification obligations or purchase price adjustment provisions in connection with any (i) acquisition or disposition of assets, securities or for periodic minimum purchases real property, (ii) other acquisition or disposition of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business, (iii) assumption of liabilities or warranty, (iv) settlement of claims, (v) merger, consolidation or other business combination, or for the grant to any person (vi) series or group of any options, rights related transactions or events of first refusal or preferential or similar rights to purchase any such assets or properties; a type specified in subclauses (viiii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business through (v); and if with respect to obligations any Contractual Obligation there exists any pending or, to the Knowledge of Company, threatened Action that could reasonably be expected to result in Company or any of its Subsidiaries being liable to pay an aggregate amount not in excess of $50,000100,000 or there currently exist circumstances that would reasonably be expected to give rise to such an Action, such Action or circumstances are described in Disclosure Schedule 3.17(g); (ixh) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or All reinsurance treaties (including forfeiture agreements) (other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made than facultative reinsurance agreements entered into in the ordinary course of business) to which Company or one of its Subsidiaries is a party, or otherwise the beneficiary of or obligated under, either as ceding party or as reinsurer; (i) All written agreements with agents or independent contractors (other than approved attorneys) in excess of $100,000; and (j) Any other Contractual Obligation of a type not specifically covered in clauses (a) through (i) above entered into other than in the ordinary course of business, which involved payments by or on behalf of, or to, Company or any of its Subsidiaries in excess of $100,000 during the calendar year ended December 31, 2005 or $100,000 over the remaining term of such Contractual Obligation or the termination of which may reasonably be expected to require payments by Company or any of its Subsidiaries exceeding $100,000 (other than purchase orders entered into in the ordinary course of business). True Company has heretofore delivered to Parent a true and complete copies copy of each of the Contractual Obligations, including, without limitation, all amendments (such Contractual Obligations required to be listed in Disclosure Schedule 3.17, together with the contracts described above Company Licenses and other material agreements (and all amendmentsCompany insurance policies set forth on Disclosure Schedule 3.20, waivers being referred to herein collectively as the “Company Contracts”). Each Company Contract is enforceable by Company or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach a Subsidiary of such contacts is valid, subsisting, in full force and effect, and the Company, and as the applicable Subsidiarycase may be, if any, is not in against each Person party thereto. No material breach or default by Company or any of its Subsidiaries under any of themthe Company Contracts has occurred and is continuing, norand, to the best knowledge Knowledge of Company, no event has occurred or circumstance exists which with notice or lapse of time would constitute a material breach or default or permit termination, modification or acceleration by any other Person under any of the Company Contracts or would result in creation of any lien thereunder or pursuant thereto except as would arise from execution, delivery and its Subsidiaries performance of this Agreement and the transaction documents related hereto. To the Knowledge of Company, no material breach or default by any Person under any of the Company Contracts has occurred and is any other party to any such contract continuing, and no event has occurred or other agreement in default thereunder, nor does any condition exist circumstance exists that with notice or lapse of time or both would constitute a material breach or default thereunderor permit termination, except, in each case, such defaults as would not, individually modification or in the aggregate, have a material adverse effect on the business acceleration by Company or any of its Subsidiaries under any of the Company Contracts or would result in creation of any Subsidiarylien thereunder or pursuant thereto except as would arise from execution, delivery and performance of this Agreement and the transaction documents related hereto.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Seller nor any Subsidiary Seller Subsid- iary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding com- mitment (including A) not made in the ordinary course of busi- ness or (B) pursuant to which Seller or any understandings of its Subsidiaries is or obligations with respect may become obligated to severance invest in or termination pay liabilities or fringe benefits) with contribute capital to any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Seller Subsidiary); (ii) any planagreement, contract indenture or understanding providing for bonusesother instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultantsuch as deposits and Fed Funds borrowings); (iii) any contract contract, agreement or agreement understanding with any labor unionunion or collective bargaining organi- zation; (iv) any contract not made in the ordinary course of business containing covenants limiting which limit the freedom ability of the Company Seller or a any Seller Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Seller or a any Seller Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Authority); (v) any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any agreement for the purchase lease with annual rental payments ag- gregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Seller nor any Seller Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in default un- der any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether writ- ten or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have a material adverse effect on the business Condition of the Company or any SubsidiarySeller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except for this Agreement or as previously disclosed set forth in writing to Brou▇▇▇▇▇Schedule 3.16(a), ▇▇ither the Company nor none of Central Jersey or any Subsidiary of its subsidiaries is a party or subject to any of the following following: (i) any agreement, contract, arrangement, commitment, or understanding (whether written or oral) that is material to the financial condition, express results of operations or implied): (i) business of Central Jersey or any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary)of its subsidiaries when taken as a whole; (ii) any employment, consulting or severance contract or arrangement with any officer, director or employee, except for oral “at will” arrangements; (iii) any plan, arrangement or contract or understanding providing for bonuses, pensions, options, restricted stock, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present arrangements for or former officer, director or consultant; (iii) any contract or agreement with any labor unionofficers, directors or employees of Central Jersey or any of its subsidiaries; (iv) any contract not made collective bargaining agreement with any labor union relating to employees of Central Jersey or any of its subsidiaries; (v) any agreement which by its terms limits the payment of dividends by Central Jersey or any of its subsidiaries; (vi) any material instrument evidencing or related to indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Central Jersey or any of its subsidiaries is an obligor to any person, which instrument evidences or relates to indebtedness other than loans extended by Central Jersey, advances from the Federal Home Loan Bank (“FHLB”), deposits, repurchase agreements, bankers acceptances, and “treasury tax and loan” accounts established in the ordinary course of business containing and transactions in “federal funds,” or which contain financial covenants limiting the freedom of the Company or a Subsidiary to compete in any line of business or with any person or involving any restriction of the area in which, or method by which, the Company or a Subsidiary will carry on its business other restrictions (other than as may be required by law those relating to the payment of principal ad interest when due) which would become applicable on or applicable authorities); (v) any lease, agreement or other contract or series of related contracts requiring annual rental payments or payments aggregating $50,000 or more; (vi) any agreement for after the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company Effective Time to Central Jersey or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a suppliersubsidiaries; (vii) any agreement for contract limiting the sale freedom of Central Jersey or any of the assets its subsidiaries to engage in any type of bank or properties of the Company or any Subsidiary other than in the ordinary course of banking-related business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or propertiespermissible under law; (viii) any agreement contract relating to the acquisition of suretyany business that has not been fully formed, guarantee or indemnification, other than agreements in the ordinary course of business with respect including when contingent compensation remains to obligations in an aggregate amount not in excess of $50,000be paid; (ix) any contract or agreement with customers pursuant to which Central Jersey or supplier for the sharing any of fees, slotting fees, the rebating its subsidiaries is obligated to make payments in excess of charges $25,000 on an annual basis that cannot be terminated by Central Jersey or other similar arrangements;any of its subsidiaries without penalty upon 90 days or less notice; and (x) any other contract or agreement relating which would be required to be disclosed in reports filed by Central Jersey with the acquisition by Securities and Exchange Commission (“SEC”), the Company Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) or the Office of Comptroller of the Currency (the “OCC”) and which has not been so disclosed. (b) Except as set forth on Schedule 3.16(b), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the material service contracts (including leases, agreements or licenses) to which Central Jersey or any Subsidiary of its subsidiaries is a party (“Service Contracts”), or modification or acceleration of any operating of the terms of such Service Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Service Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (c) Schedule 3.16(c) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) to which Central Jersey is a Party. (d) Neither Central Jersey or any of its subsidiaries is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its assets, business or operations receive benefits, and there has not occurred any event that, with the capital stock lapse of any other person;time or the giving of notice or both, would constitute such default. (xie) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete correct copies of all the contracts described above material contracts, leases, agreements, plans, arrangements and other material agreements instruments referred to in Section 3.16(a), (and all amendmentsb), waivers or other modifications thereto(c) have been furnished provided to Brou▇▇▇▇▇. ▇ach of such contacts is validOceanFirst on or before the date hereof, subsisting, as listed in the respective disclosure schedules and are in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business date hereof. (f) To the Knowledge of the Company Central Jersey, there are no voting agreements, voting trusts or any Subsidiaryother agreements among shareholders of Central Jersey.

Commitments and Contracts. Except Each agreement to which the Company or any Company Subsidiary is a party which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K (each, a “Company Significant Agreement”) is valid and binding on the Company and the Company Subsidiaries, as previously disclosed applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in writing full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to Brou▇▇▇▇▇, ▇▇ither be performed by them to date under each Company Significant Agreement. Neither the Company nor any Subsidiary is a party or subject to any of the following Company Subsidiaries knows of, or has received notice of, any material violation or default (whether written or oral, express any condition which with the passage of time or implied): (ithe giving of notice would cause such a violation of or a default) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to Company Subsidiary under any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business containing covenants limiting the freedom Company Significant Agreement. As of the Company or a Subsidiary to compete in any line date of business or with any person or involving any restriction of the area in whichthis Agreement, or method by which, the Company or a Subsidiary will carry on its business (other than as may be required by law or applicable authorities); (v) any lease, agreement or other contract there are no material transactions or series of related contracts requiring annual rental payments transactions, agreements, arrangements or payments aggregating $50,000 understandings, nor are there any currently proposed material transactions, or more; (vi) any agreement for the purchase or sale series of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate related transactions between the Company or any Subsidiary to purchase all Company Subsidiaries, on the one hand, and the Company, any current or substantially all of its requirements of a particular product from a supplier, former director or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties executive officer of the Company or any Subsidiary Company Subsidiaries or any person who beneficially owns 5% or more of the Common Stock (or any of such person’s immediate family members or affiliates) (other than Company Subsidiaries), on the other hand. (jj) Properties and Leases. The Company and the Company Subsidiaries have good and marketable title to all real properties and good title to all other properties and assets owned by them (other than any assets the Company or any of the Company Subsidiaries has repossessed), in each case, free from Liens that would affect the ordinary course value thereof or interfere with the use made or to be made thereof by them in any material respect. The Company and the Company Subsidiaries own or lease all properties that are necessary to their operations as now conducted. All leases of business real property and all other leases material to the Company or for any of the grant Company Subsidiaries pursuant to any person of any options, rights of first refusal which the Company or preferential or similar rights to purchase any such assets Company Subsidiary, as lessee, leases real or properties; (viii) personal property are valid and effective in accordance with their respective terms, and there is not, under any agreement of suretysuch lease, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition existing default by the Company or such Company Subsidiary or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendmentsevent which, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both both, would constitute such a default thereunder, except, in each case, except for such defaults as would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the business of the Company or any SubsidiaryMaterial Adverse Effect.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Bancshares nor any Bancshares Subsidiary is a party or subject to any of the following (whether whe- ther written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Bancshares or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Bancshares Subsidiary; (ii) any agreement, indenture or other in- strument not disclosed in the Bancshares Financial Statements relating to the borrowing of money by Bancshares or any Bancshares Subsidiary or the gua- rantee by Bancshares or any Bancshares Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Banc- shares Subsidiary, such as deposits, Fed Funds bor- rowings, hedges, swaps, repurchase agreements and other ordinary course money market transactions); (iii) any contract, agreement or understand- ing with any labor union or collective bargaining organization relating to employees of Bancshares or Bancshares Subsidiaries; (iv) any contract containing covenants limiting which materially limit the freedom ability of the Company Bancshares or a any Bancshares Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in whichwhich Banc- shares or any Bancshares Subsidiary may carry on its business, or which materially limits the method by which, the Company which Bancshares or a any Bancshares Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Au- thority and other than with respect to any matter which is not material to Bancshares and its Subsid- iaries, taken as a whole); (v) any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any agreement for the purchase lease with annual rental payments aggregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Bancshares nor any Bancshares Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in de- fault under any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and wheth- er written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute con- stitute such a default thereunderdefault, except, in each caseall cases, where such defaults as de- fault would not, individually or in the aggregate, not have a material adverse effect on the business Condition of the Company or any SubsidiaryBancshares and its Subsidiaries, taken as a whole.

Commitments and Contracts. Except Each agreement to which the Company or any Company Subsidiary is a party which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K (each, a “Company Significant Agreement”) is valid and binding on the Company and the Company Subsidiaries, as previously disclosed applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in writing full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to Brou▇▇▇▇▇, ▇▇ither be performed by them to date under each Company Significant Agreement. Neither the Company nor any Subsidiary is a party or subject to any of the following Company Subsidiaries knows of, or has received notice of, any material violation or default (whether written or oral, express any condition which with the passage of time or implied): (ithe giving of notice would cause such a violation of or a default) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or any Company Subsidiary under any Company Significant Agreement. To the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business containing covenants limiting the freedom knowledge of the Company or a Subsidiary to compete in any line of business or with any person or involving any restriction Company, as of the area in whichdate of this Agreement, or method by which, the Company or a Subsidiary will carry on its business (other than as may be required by law or applicable authorities); (v) any lease, agreement or other contract there are no material transactions or series of related contracts requiring annual rental payments transactions, agreements, arrangements or payments aggregating $50,000 understandings, nor are there any currently proposed material transactions, or more; (vi) any agreement for the purchase or sale series of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate related transactions between the Company or any Subsidiary to purchase all Company Subsidiaries, on the one hand, and the Company, any current or substantially all of its requirements of a particular product from a supplier, former director or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties executive officer of the Company or any Subsidiary Company Subsidiaries or any person who beneficially owns 5% or more of the Common Shares (or any of such person’s immediate family members or affiliates) (other than Company Subsidiaries), on the other hand. (jj) Properties and Leases. The Company and the Company Subsidiaries have good and marketable title to all real properties and good title to all other properties and assets owned by them (other than any assets the Company or any of the Company Subsidiaries has repossessed), in each case, free from Liens that would affect the ordinary course value thereof or interfere with the use made or to be made thereof by them in any material respect. The Company and the Company Subsidiaries own or lease all properties that are necessary to their operations as now conducted. All leases of business real property and all other leases material to the Company or for any of the grant Company Subsidiaries pursuant to any person of any options, rights of first refusal which the Company or preferential or similar rights to purchase any such assets Company Subsidiary, as lessee, leases real or properties; (viii) personal property are valid and effective in accordance with their respective terms, and there is not, under any agreement of suretysuch lease, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition existing default by the Company or such Company Subsidiary or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendmentsevent which, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both both, would constitute such a default thereunder, except, in each case, except for such defaults as would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the business of the Company or any SubsidiaryMaterial Adverse Effect.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Firstbank nor any Firstbank Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Firstbank or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Firstbank Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Firstbank Financial Statements relating to the borrowing of money by Firstbank or any Firstbank Subsidiary or the guarantee by Firstbank or any Firstbank Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Firstbank Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization relating to employees of Firstbank or any Firstbank Subsidiaries; (iv) any contract containing covenants limiting which limit the freedom ability of the Company Firstbank or a any Firstbank Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Firstbank or a any Firstbank Subsidiary will may carry on its business (other than as may be required by law or any applicable authorities)Regulatory Authority) and which are not material or reasonably expected to be material to the Condition of Firstbank and the Firstbank Subsidiaries, taken as a whole; (v) any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any agreement for the purchase lease with annual rental payments aggregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Firstbank nor any Firstbank Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have and could not reasonably be expected to have a material adverse effect on the business Condition of the Company or any SubsidiaryFirstbank and its Subsidiaries, taken as a whole.

Commitments and Contracts. Except as previously disclosed set forth in writing to Brou▇▇▇▇▇Section 5.13 of the Company Disclosure Schedule, ▇▇ither neither the Company nor any Subsidiary of its Subsidiaries is a party or subject to to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied): (ia) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officerEmployee, director, employee or including in any such person's capacity as a consultant (other than those which are terminable at will by the Company or the applicable Subsidiary);either (iib) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any labor contract or agreement with any labor union; (ivc) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants limiting which limit the freedom ability of the Company or a Subsidiary any of its Subsidiaries to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, which the Company or a Subsidiary will any of its Subsidiaries may carry on its business (other than as may be required by law or applicable authoritiesRegulatory Authorities); (vd) any other contract or agreement for which the Company or any Subsidiary was or is required to obtain the approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (e) any lease, sublease, license, contract and agreement which obligates or other contract or series of related contracts requiring annual rental payments or payments aggregating $50,000 or more; (vi) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that may obligate the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,0005,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Company, without penalty, upon thirty (30) day's or less prior written notice; (ixf) any contract requiring the payment of any penalty, termination or other additional amounts as "change of control" payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a "change of control" or otherwise as a result of the transactions contemplated by this Agreement; (g) any agreement with customers or supplier for respect to (i) the sharing acquisition of feesany bank, slotting fees, the rebating of charges bank branch or other similar arrangementsassets or stock of another financial institution or any other Person or (ii) the sale of one or more bank branches; (xh) any agreement relating outstanding interest rate exchange or other derivative contracts; or (i) any buy back, recourse or guaranty obligation with respect to the acquisition participation loans sold by the Company or any Subsidiary of any operating business which create contingent or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business direct liabilities of the Company or any Subsidiaryof its Subsidiaries.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Firstbank nor any Firstbank Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Firstbank or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Firstbank Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Firstbank Financial Statements relating to the borrowing of money by Firstbank or any Firstbank Subsidiary or the guarantee by Firstbank or any Firstbank Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Firstbank Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization relating to employees of Firstbank or any Firstbank Subsidiaries; (iv) any contract containing covenants limiting which limit the freedom ability of the Company Firstbank or a any Firstbank Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Firstbank or a any Firstbank Subsidiary will may carry on its business (other than as may be required by law or any applicable authorities)Regulatory Authority) and which are not material or reasonably expected to be material to the Condition of Firstbank and the Firstbank Subsidiaries, taken as a whole; (v) any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any agreement for the purchase lease with annual rental payments aggregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Firstbank nor any Firstbank Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have and could not reasonably be expected to have a material adverse effect on the business Condition of the Company or any SubsidiaryFirstbank and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except for this Agreement and as previously disclosed set forth in writing to Brou▇▇▇▇▇Company Disclosure Schedule 3.16(a), ▇▇ither none of the Company nor or any Company Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment Any employment, severance or consulting contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, directordirector or employee, employee or including in any such Person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of such termination by the Company or the applicable a Company Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any Any labor contract or agreement with any labor union; (iviii) any Any contract not made in covenants that limit the ordinary course of business containing covenants limiting the freedom ability of the Company or a any Company Subsidiary to compete in any line of business or with any person or involving that involve any restriction of the geographical area in which, or method by which, which the Company or a any Company Subsidiary will may carry on its business businesses, including any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation (“Restrictive Covenant”) (other than as may be required by law or applicable authoritiesGovernmental Entity); (iv) Any lease (other than real estate leases described on Company Disclosure Schedule 3.14(b)) or other agreements or contracts with annual payments aggregating $5,000 or more; (v) Any instrument evidencing or related to borrowed money in respect of which the Company or any leaseCompany Subsidiary is obligated to any party, other than deposits, Federal Home Loan Bank (“FHLB”) advances or securities sold under agreement or other contract or series of related contracts requiring annual rental payments or payments aggregating $50,000 or moreto repurchase; (vi) Any contract pursuant to which the Company may become obligated to invest in or contribute capital to any agreement entity, or calling for the purchase acquisition or sale of materialsany property, supplies, equipment, merchandise plant or service that contain an escalation, renegotiation or redetermination clause or that obligate equipment for a consideration exceeding 5% of the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplierfixed assets the Company; (vii) any agreement for the sale of any of the assets Any lease or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant license with respect to any person property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties$10,000 on an annual basis; (viii) Any contract that grants any agreement right of suretyfirst refusal, guarantee right of first offer or indemnification, other than agreements in the ordinary course of business similar right with respect to obligations in an aggregate amount not in excess any material assets, rights or properties of $50,000the Company; (ix) any Any contract that relates to the involvement of the Company in a joint venture, partnership, limited liability company agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangementsagreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (x) any Any consulting agreement relating to or data processing, software programming or licensing contract involving the acquisition by payment of more than $10,000 per annum; or (xi) Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates the Company or any Company Subsidiary for the payment of any operating business or the capital stock of any other person;more than $10,000 annually (collectively, “Contracts”) over its remaining term. (xib) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which Except as set forth in Company Disclosure Schedule 3.16(b), there is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendmentsnot, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of themagreement, norlease, to the best knowledge of license or contract not terminable without cause within 60 days’ notice or less without penalty or that obligates the Company and or any Company Subsidiary for the payment of $5,000 annually or over its Subsidiaries remaining term to which the Company or any Company Subsidiary is a party, any other party to existing default or event of default, or any such contract or other agreement in default thereunderevent that, nor does any condition exist that with notice or lapse of time time, or both both, would constitute a default thereunderor force majeure, exceptor provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Company Disclosure Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, including without limitation the Merger and the Bank Merger, will result in each casetermination of any Contracts or modification or acceleration of any of the terms of such Contracts; and (ii) no Consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, such defaults as would notwithout any modification or acceleration of any of the terms thereof, individually following the consummation of the transactions contemplated by this Agreement, including without limitation the Merger and the Bank Merger. (d) Company Disclosure Schedule 3.16(d) lists the deadlines for extensions or in the aggregate, have a material adverse effect on the business terminations of any licenses or Contracts (including specifically real property leases and data processing agreements) to which the Company or any SubsidiaryCompany Subsidiary is a party.

Commitments and Contracts. (a) Except for this Agreement or as previously disclosed set forth in writing to BrouSchedule 3.16, none of Farnsworth or any of its ▇▇▇▇▇, ▇▇ither the Company nor any Subsidiary ▇▇ies is a party or subject to any of the following following: (i) any agreement, contract, arrangement, commitment, or understanding (whether written or oral) that is material to the financial condition, express results of operations or implied): (i) business of Farnsworth or any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary)of its ▇▇▇▇▇▇iaries when taken as a whole; (ii) any real estate lease; (iii) any employment, consulting or severance contract or arrangement with any officer, director or employee, except for oral "at will" arrangements; (iv) any plan, arrangement or contract or understanding providing for bonuses, pensions, options, restricted stock, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary to compete in any line of business arrangements for or with any person officers, directors or involving employees of Farnsworth or any restriction of the area in which, or method by which, the Company or a Subsidiary will carry on its business (other than as may be required by law or applicable authorities)i▇▇ subsidiaries; (v) Any collective bargaining agreement with any lease, agreement labor union relating to employees of Farnsworth or other contract or series any of related contracts requiring annual rental payments or payments aggregating $50,000 or moreits s▇▇▇▇▇▇▇▇▇▇s; (vi) any agreement for which by its terms limits the purchase or sale payment of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company dividends by Farnsworth or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a suppliers▇▇▇▇▇▇▇▇▇▇s; (vii) any agreement material instrument evidencing or related to indebtedness for the sale borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Farnsworth or any of the assets its ▇ubsidiaries is an obligor to any person, which instrument evidences or properties of the Company or any Subsidiary relates to indebtedness other than loans extended by Farnsworth, adva▇▇▇▇ ▇▇▇▇ the Federal Home Loan Bank ("FHLB"), deposits, repurchase agreements, bankers acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in "federal funds," or for which contain financial covenants or other restrictions (other than those relating to the grant payment of principal ad interest when due) which would become applicable on or after the Effective Time to Farnsworth or any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or propertiesits s▇▇▇▇▇▇▇▇▇▇s; (viii) any agreement contract limiting the freedom of surety, guarantee Farnsworth or indemnification, other than agreements any of ▇▇▇ subsidiaries to engage in the ordinary course any type of bank or banking-related business with respect to obligations in an aggregate amount not in excess of $50,000permissible under law; (ix) any agreement with customers or supplier for contract relating to the sharing acquisition of feesany business that has not been fully formed, slotting fees, the rebating of charges or other similar arrangementsincluding when contingent compensation remains to be paid; (x) any contract or agreement relating pursuant to the acquisition which Farnsworth or a▇▇ ▇▇ ▇▇▇ subsidiaries is obligated to make payments in excess of $25,000 on an annual basis that cannot be terminated by the Company Farnsworth or any Subsidiary of any operating business an▇ ▇▇ ▇▇▇ subsidiaries without penalty upon 90 days or the capital stock of any other person;less notice; and (xi) any agreement other contract or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made would be required to be disclosed in reports filed by Farnsworth with the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to BrouSecu▇▇▇▇▇. ▇ ▇ach ▇d Exchange Commission ("SEC") or the Office of Thrift Supervision (the "OTS") and which has not been so disclosed. (b) Except as set forth on Schedule 3.16(b), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the material service contracts (including leases, agreements or licenses) to which Farnsworth or any of its s▇▇▇▇▇▇▇▇▇▇s is a party ("Service Contracts"), or modification or acceleration of any of the terms of such contacts Service Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Service Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (c) Schedule 3.16(c) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) to which Farnsworth is valida Party. (▇) Neither Farnsworth or any of its s▇▇▇▇▇▇▇▇▇▇s is in default in any material respect under any material contract, subsistingagreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its assets, business or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such default. (e) True and correct copies of material contracts, leases, agreements, plans, arrangements and instruments referred to in Sections 3.18 (a), (b), or (c) have been provided to Sterling or Sterling Bank on or before the date hereof, as listed in the respective disclosure schedules and are in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business of the Company or any Subsidiarydate hereof.

Commitments and Contracts. (a) Except for this Agreement and as previously disclosed set forth in writing to BrouNoah Disclosure Schedule 3.16(a), ▇▇▇▇▇, ▇▇ither the Company nor any Subsidiary ▇ is not a party or subject to any of the following (whether written or oral, express or implied): (i) any employment Any employment, severance or consulting contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, directordirector or employee, employee or including in any such person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of such termination by the Company ▇▇▇▇ or the applicable a Noah Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any Any labor contract or agreement with any labor union; (iviii) Any contract covenants that limit the ability of ▇▇▇▇ or any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to compete in any line of business or with any person or involving that involve any restriction of the geographical area in which, which Noah or method by which, the Company or a any Noah Subsidiary will may carry on its business businesses, including any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation (“Restrictive Covenant”) (other than as may be required by law or applicable regulatory authorities); (viv) any lease, agreement Any lease (other than real estate leases described on Noah Disclosure Schedule 3.14(b)) or other contract agreements or series of related contracts requiring with annual rental payments or payments aggregating $50,000 5,000 or more; (v) Any instrument evidencing or related to borrowed money in respect of which ▇▇▇▇ or any Noah Subsidiary is obligated to any party, other than deposits, Federal Home Loan Bank (“FHLB”) advances or securities sold under agreement to repurchase; (vi) Any contract pursuant to which ▇▇▇▇ may become obligated to invest in or contribute capital to any agreement entity, or calling for the purchase acquisition or sale of materialsany property, supplies, equipment, merchandise plant or service that contain an escalation, renegotiation or redetermination clause or that obligate equipment for a consideration exceeding 5% of the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplierfixed assets ▇▇▇▇; (vii) any agreement for the sale of any of the assets Any lease or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant license with respect to any person property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties$10,000 on an annual basis; (viii) Any contract that grants any agreement right of suretyfirst refusal, guarantee right of first offer or indemnification, other than agreements in the ordinary course of business similar right with respect to obligations in an aggregate amount not in excess any material assets, rights or properties of $50,000▇▇▇▇; (ix) any Any contract that relates to the involvement of ▇▇▇▇ in a joint venture, partnership, limited liability company agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangementsagreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (x) any Any consulting agreement relating to or data processing, software programming or licensing contract involving the acquisition by the Company or any Subsidiary payment of any operating business or the capital stock of any other person;more than $10,000 per annum; or (xi) Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates Noah or any agreement or note relating to or evidencing outstanding indebtedness Noah Subsidiary for borrowed money; andthe payment of more than $10,000 annually (collectively, “Contracts”) over its remaining term. (xiib) any other material agreement which Except as set forth in Noah Disclosure Schedule 3.16(b), there is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendmentsnot, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any agreement, lease, license or contract not terminable without cause within 60 days’ notice or less without penalty or that obligates Noah or any Noah Subsidiary for the payment of them$5,000 annually or over its remaining term to which Noah or an Noah Subsidiary is a party, norany existing default or event of default, to the best knowledge of the Company and its Subsidiaries is or any other party to any such contract or other agreement in default thereunderevent that, nor does any condition exist that with notice or lapse of time time, or both both, would constitute a default thereunderor force majeure, exceptor provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Noah Disclosure Schedule 3.16(c), in each case, such defaults as would not, individually or in (i) neither the aggregate, have a material adverse effect on execution of this Agreement nor the business consummation of the Company transactions contemplated hereby, including without limitation the merger of Noah into TBOP, will result in termination of any Contracts or modification or acceleration of any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement, including without limitation the merger of Noah into TBOP. (d) Noah Disclosure Schedule 3.16(d) lists the deadlines for extensions or terminations of any licenses or Contracts (including specifically real property leases and data processing agreements) to which ▇▇▇▇ or any SubsidiaryNoah Subsidiary is a party.

Commitments and Contracts. Except as previously disclosed set forth in writing to Brou▇▇▇▇▇Section 5.13 of the Charter Disclosure Schedule, ▇▇ither the Company neither Charter nor any Subsidiary of its Subsidiaries is a party or subject to to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied): (ia) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officerEmployees, director, employee or including in any such person's capacity as a consultant (other than those which either (i) are terminable at will by Charter or such Subsidiary or (ii) do not involve payments with a present value of more than $50,000 by Charter or such Subsidiary during the Company remaining term thereof without giving effect to extensions or renewals made after the applicable Subsidiary)date hereof; (iib) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any labor contract or agreement with any labor union; (ivc) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants limiting which limit the freedom ability of the Company Charter or a Subsidiary any of its Subsidiaries to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, which Charter or method by which, the Company or a Subsidiary will its Subsidiaries may carry on its business (other than as may be required by law or applicable authoritiesRegulatory Authorities); (vd) any lease, agreement or other contract or series of related contracts requiring agreement which would be required to be disclosed as an exhibit to Charter's annual report on Form 10-K and which has not been so disclosed; (e) any real property lease with annual rental payments or payments aggregating $50,000 25,000 or more; (vif) any agreement for employment or other contract requiring the purchase or sale payment of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or any Subsidiary to purchase all or substantially all additional amounts as "change of its requirements control" payments as a result of a particular product from a supplier, or for periodic minimum purchases of a particular product from a suppliertransactions contemplated by this Agreement; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ixg) any agreement with customers or supplier for respect to (i) the sharing acquisition of fees, slotting fees, the rebating of charges bank branches or other similar arrangements;assets or stock of another financial institution or (ii) the sale of one or more bank branches which would require additional payments by Charter after the date of this Agreement; or (xh) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers interest rate exchange or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effect, and the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the business of the Company or any Subsidiaryderivative contracts.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Seller nor any Seller Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): ): any material agreement, arrangement or commitment (iA) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds or similar borrowings); any contract, agreement or understanding with any labor union or collective bargaining organization; any contract containing covenants limiting which limit the freedom ability of the Company Seller or a any Seller Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Seller or a any Seller Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Authority); (v) ; any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring Item 601(b)(10) of Regulation S-K promulgated by the SEC and which is not listed in the Seller Reports filed with the SEC; or any lease with annual rental payments or payments aggregating $50,000 500,000 or more; (vi) . Neither Seller nor any agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or any Seller Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have a material adverse effect on the business Condition of the Company or any SubsidiarySeller and its Subsidiaries, taken as a whole.

Commitments and Contracts. Except as previously disclosed in writing (a) VantageSouth has Previously Disclosed or made available to Brou▇▇▇▇▇Parent, ▇▇ither Crescent Bank or their representatives true, correct and complete copies of, each of the Company nor any Subsidiary following contracts to which VantageSouth is a party or subject to any of the following (whether written or oraleach, express or implieda “VantageSouth Significant Agreement”): (i) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present executive officer or former officer, director, other key employee of VantageSouth or consultant (other than those the benefits of which are terminable at will by the Company contingent, or the applicable Subsidiary)terms of which are materially altered, upon the occurrence of a transaction involving VantageSouth of the nature contemplated by this Agreement; (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to the employment of any present directors, officers, employees or former officer, director or consultantconsultants; (iii) that (1) contains a non-compete or client or customer non-solicit requirement or any contract other provision that restricts the conduct of, or agreement the manner of conducting, any line of business of VantageSouth (or, following the consummation of the transactions contemplated hereby, Crescent Bank or any of its Subsidiaries), (2) obligates VantageSouth or any of its affiliates (or, following the consummation of the transactions contemplated hereby, Crescent Bank or any of its Subsidiaries) to conduct business with any labor unionthird party on an exclusive or preferential basis, or (3) requires referrals of business or requires VantageSouth to make available investment opportunities to any person on a priority or exclusive basis; (iv) pursuant to which VantageSouth may become obligated to invest in or contribute capital to any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary to compete in any line of business or with any person or involving any restriction of the area in which, or method by which, the Company or a Subsidiary will carry on its business (other than as may be required by law or applicable authorities)entity; (v) any leasethat relates to borrowings of money (or guarantees thereof) by VantageSouth in excess of $50,000, agreement or other contract or series than advances from the Federal Home Loan Bank of related contracts requiring annual rental payments or payments aggregating $50,000 or moreAtlanta; (vi) any that relates to a joint venture, partnership, limited liability company agreement for the purchase or sale of materials, supplies, equipment, merchandise other similar agreement or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplierarrangement, or for periodic minimum purchases to the formation, creation or operation, management or control of a particular product from a supplierany partnership or joint venture with any third parties; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant that relates to any person of any optionsan acquisition, rights of first refusal or preferential divestiture, merger or similar rights to purchase any such assets transaction and which contains representations, covenants, indemnities or properties;other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (viii) any agreement of surety, guarantee which is a lease or indemnification, other than agreements in the ordinary course of business license with respect to obligations in an aggregate amount not any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,00025,000 on an annual basis; (ix) any which is a consulting agreement with customers or supplier for data processing, software programming or licensing contract involving the sharing payment of fees, slotting fees, the rebating of charges or other similar arrangements;more than $25,000 per annum; or (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made of the type described in clauses (i) through (ix) above and which involved payments by, or to, VantageSouth in the ordinary course fiscal year ended December 31, 2011, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2012, of business. True more than $25,000 (excluding Loans) or the termination of which would require payment by VantageSouth in excess of $25,000. (b) Each of VantageSouth Significant Agreements has been duly and complete copies of all the contracts described above validly authorized, executed and other material agreements (delivered by VantageSouth and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, binding on VantageSouth and is in full force and effect, . VantageSouth is in all material respects in compliance with and have in all material respects performed all obligations required to be performed by it to date under each VantageSouth Significant Agreement. VantageSouth has not received notice of any material violation or default (or any condition that with the Company, and passage of time or the applicable Subsidiary, if any, is not in default giving of notice would cause such a violation of or a default) by any party under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any VantageSouth Significant Agreement. No other party to any such contract or other agreement VantageSouth Significant Agreement is, to the Knowledge of VantageSouth, in default in any material respect thereunder. Except as Previously Disclosed, nor does VantageSouth is not party to any condition exist that with notice contracts any of the benefits of which will be increased, or lapse the vesting or payment of time the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or both would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect value of any of the benefits of which will be calculated on the business basis of any of the Company transactions contemplated by this Agreement (including any stock option plan, phantom stock or any Subsidiarystock appreciation rights plan, restricted stock plan or stock purchase plan).

Commitments and Contracts. (a) Except as previously disclosed set forth in writing to Brou▇▇▇▇▇Schedule 3.16(a), ▇▇ither the Company neither Delaware nor any Subsidiary of the Delaware Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment employment, severance or consulting contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, directordirector or employee, employee or including in any such person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of such termination by Delaware or any of the Company or the applicable SubsidiaryDelaware Subsidiaries); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any labor contract or agreement with any labor union; (iviii) any contract not made in covenants which limit the ordinary course ability of business containing covenants limiting the freedom Delaware or any of the Company or a Subsidiary Delaware Subsidiaries to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, which Delaware or method by which, any of the Company or a Subsidiary will Delaware Subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) any agreement which by its terms limits the payment of dividends by Delaware or any of the Delaware Subsidiaries; (v) any lease, agreement lease or other contract agreements or series of related contracts requiring with annual rental payments or payments aggregating $50,000 or more; (vi) any instrument evidencing or related to borrowed money (other than as lender, deposits, FHLB of New York advances or securities sold under agreement for the purchase to repurchase) or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation financial covenants or redetermination clause or that obligate other restrictions (other than those relating to the Company or any Subsidiary to purchase all or substantially all payment of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplierprincipal and interest when due); (vii) any agreement contract not terminable without cause within 60 days’ notice or less without penalty or that obligates Delaware for the sale payment of any of the assets or properties of the Company or any Subsidiary other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties$50,000 annually over its remaining term; (viii) any agreement other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of suretyoperations or business of Delaware or any of the Delaware Subsidiaries, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000;taken as a whole; and (ix) any other contract or agreement which would be required to be disclosed in reports filed (or that would be filed if Delaware were subject to such requirements) by Delaware with customers or supplier for the sharing of fees, slotting feesSecurities and Exchange Commission (“SEC”), the rebating Office of charges or other similar arrangements; the Comptroller of the Currency (x“OCC”) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock Federal Deposit Insurance Corporation (“FDIC”) or the Board of any other person; Governors of the Federal Reserve System (xi“FRB”). Collectively, those contracts or agreements listed on Schedule 3.16(a) any agreement or note relating are referred to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in herein as the ordinary course of business“Contracts”. True and complete correct copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) Contracts have been furnished provided to Brou▇▇▇▇▇. ▇ach of such contacts is valid▇ on or before the date hereof, subsisting, as listed in the respective disclosure schedules and are in full force and effecteffect on the date hereof. (b) Except as set forth on Schedule 3.16(b), and the Companythere is not, and the applicable Subsidiary, if any, is not in default under any of them, nor, Contract to the best knowledge which Delaware or any of the Company and its Delaware Subsidiaries is a party, any other party to existing default or event of default, or any such contract or other agreement in default thereunder, nor does any condition exist that event which with notice or lapse of time time, or both both, would constitute a default thereunderor force majeure, exceptor provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), in each case, such defaults as would not, individually or in (i) neither the aggregate, have a material adverse effect on execution of this Agreement nor the business consummation of the Company transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which Delaware or any Subsidiaryof the Delaware Subsidiaries is a party. (e) To the Knowledge of Delaware, there are no voting agreements or voting trusts among shareholders of Delaware relating to their ownership of Delaware Common Stock.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Seller nor any Seller Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants limiting which limit the freedom ability of the Company Seller or a any Seller Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Seller or a any Seller Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Authority); (v) any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any agreement for the purchase lease with annual rental payments aggregating $250,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Seller nor any Seller Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have a material adverse effect on the business Condition of the Company or any SubsidiarySeller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as previously disclosed set forth in writing to Brou▇▇▇▇▇Schedule 3.16(a), ▇▇ither the Company neither Seller nor any Subsidiary of the Seller Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment Any employment, severance or consulting contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, directordirector or employee, employee or including in any such person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of such termination by Seller or any of the Company or the applicable SubsidiarySeller Subsidiaries); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any Any labor contract or agreement with any labor union; (iviii) Any contract with covenants that limit the ability of Seller or any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary Seller Subsidiaries to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, which Seller or method by which, any of the Company or a Subsidiary will Seller Subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) Any contract that (1) contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of, or the manner of conducting, any line of business of the Seller or any of the Seller Subsidiaries (or, following the consummation of the transactions contemplated hereby, Buyer or any of the Buyer Subsidiaries), (2) obligates Seller or any of the Seller Subsidiaries or its Affiliates (or, following the consummation of the transactions contemplated hereby, Buyer or any of the Buyer Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or (3) requires referrals of business or requires Seller or any of the Seller Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis; (v) Any agreement which by its terms limits the payment of dividends by Seller or any of the Seller Subsidiaries; (vi) Any lease, agreement license or other contract agreements or series of related contracts requiring with annual rental payments or payments aggregating $50,000 25,000 or more; (vivii) any Any instrument evidencing or related to borrowed money (other than as lender, deposits, Federal Home Loan Bank advances or securities sold under agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause to repurchase) or that obligate the Company contains financial covenants or any Subsidiary to purchase all other restrictions on Seller or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; Seller Bank (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than in those relating to the ordinary course payment of business or for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or propertiesprincipal and interest when due); (viii) any agreement of surety, guarantee Any contract not terminable without cause within 60 days’ notice or indemnification, other than agreements in less without penalty or that obligates Seller for the ordinary course of business with respect to obligations in an aggregate amount not in excess payment of $50,00025,000 or more annually; (ix) Any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of Seller or any agreement with customers or supplier for of the sharing of feesSeller Subsidiaries, slotting fees, the rebating of charges or other similar arrangements;taken as a whole; and (x) any agreement relating to the acquisition by the Company Any other contract or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made required to be disclosed in reports filed by Seller or any Seller Subsidiary with the ordinary course SEC, the Federal Reserve, the Office of businessthe Comptroller of the Currency (“OCC”) or the FDIC. Collectively, those contracts or agreements listed on Schedule 3.16(a) are referred to herein as the “Contracts”. True and complete correct copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) Contracts have been furnished provided to Brou▇▇▇▇▇. ▇ach of such contacts is validBuyer on or before the date hereof, subsisting, as listed in the respective disclosure schedules and are in full force and effect, and effect on the Company, and date hereof. (b) Neither Seller nor any of the applicable Subsidiary, if any, Seller Subsidiaries is not in default under any of them(and no event has occurred which, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with due notice or lapse of time or both both, would constitute a default thereunderunder) or is in violation of any provision of any Contract and, exceptto the Knowledge of Seller, in each case, no other party to any such defaults as would not, individually agreement (excluding any loan or in the aggregate, have a material adverse effect on the business extension of credit made by Seller or any of the Company Seller Subsidiaries) is in default in any respect thereunder. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which Seller or any Subsidiaryof the Seller Subsidiaries is a party. (e) To the Knowledge of Seller, there are no voting agreements or voting trusts among shareholders of Seller relating to their ownership of Seller Common Stock.

Commitments and Contracts. (a) Except as previously disclosed set forth in writing to Brou▇▇▇▇▇Schedule 3.16, ▇▇ither the Company neither SE Corp nor any Subsidiary of its subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract Any employment, severance or understanding consulting Contract, or “change in control” Contract (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, director, employee employee, or independent contractor including in any such person’s capacity as a consultant (other than those which are terminable at will without any further amount being payable thereunder as a result of such termination by the Company SE Corp or the applicable Subsidiaryany SE Corp subsidiary); (ii) any plan, contract or understanding Any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings arrangements for or with respect to any past or present officers, directors, employees or former officer, director independent contractors of SE Corp or consultantany SE Corp subsidiary; (iii) Any Contract which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any contract participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (iv) Any collective bargaining agreement or Contract with any labor union; (ivv) Any Contract covenants which limit the ability of SE Corp or any contract not made in the ordinary course of business containing covenants limiting the freedom of the Company or a Subsidiary its subsidiaries to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, which SE Corp or method by which, the Company or a Subsidiary will any of its subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (v) any lease, agreement or other contract or series of related contracts requiring annual rental payments or payments aggregating $50,000 or more; (vi) any agreement for Any Contract which by its terms limits the purchase or sale payment of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company dividends by SE Corp or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a suppliersubsidiaries; (vii) any agreement Any Contract evidencing or related to indebtedness for the sale borrowed money whether directly or indirectly, by way of any purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of the assets or properties of the Company which SE Corp or any Subsidiary SE Corp subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or for which contains financial covenants or other restrictions (other than those relating to the grant to any person payment of any options, rights of first refusal or preferential or similar rights to purchase any such assets or propertiesprincipal and interest when due); (viii) any agreement of surety, guarantee Any Contract with annual payments aggregating $25,000 or indemnification, more other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000loans; (ix) any agreement with customers Any Contract not terminable without cause within 60 days’ notice or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangementsless without penalty; (x) Any Contract (other than this Agreement) that restricts or limits in any agreement relating to material way the acquisition conduct of business by the Company SE Corp or any Subsidiary of any operating business or the capital stock of any other personSE Corp subsidiary; (xi) any agreement or note relating to or evidencing outstanding indebtedness Any Contract for borrowed money; andlease of real property; (xii) Any Contract with any broker-dealer or investment adviser; (xiii) Any Contract with any investment company registered under the Investment Company Act of 1940; (xiv) Any other Contract (whether written or oral) that is material agreement to the financial condition, results of operations or business of SE Corp or any of its subsidiaries, taken as a whole; (xv) Any other Contract which is not made would be required to be disclosed in reports filed by SE Corp with the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) or the Office of Comptroller of the Currency (“OCC”). Collectively, those contracts or agreements listed on Schedule 3.16 are referred to herein as the “Material Contracts.” True and correct copies of Material Contracts have been provided to Beneficial on or before the date hereof, as listed in the ordinary course of business. True respective disclosure schedules and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, are in full force and effecteffect on the date hereof. (b) There is not, and the Company, and the applicable Subsidiary, if any, is not in default under any Material Contract to which SE Corp or any of themits subsidiaries is a party, norany existing default or event of default, to the best knowledge of the Company and its Subsidiaries is or any other party to any such contract or other agreement in default thereunder, nor does any condition exist that event which with notice or lapse of time time, or both both, would constitute a default thereunderor force majeure, exceptor provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), in each case, such defaults as would not, individually or in (i) neither the aggregate, have a material adverse effect on execution of this Agreement nor the business consummation of the Company transactions contemplated hereby will result in termination of any of the Material Contracts or modify or accelerate any Subsidiaryof the terms of such Material Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Material Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the execution of this Agreement or consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any Material Contracts (including specifically data processing agreements). (e) Each Contract for lease of real estate that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease is listed in Schedule 3.16(e) identifying the section of the lease that contains such prohibition or restriction. (f) To the Knowledge of SE Corp, there are no voting agreements, voting trusts or other agreements among shareholders of SE Corp.

Commitments and Contracts. (a) Except as previously disclosed in writing to Brou▇▇▇▇▇set forth on Schedule 2.10A, ▇▇ither the Company neither Seller nor any Seller Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any employment contract material agreement, arrangement or understanding commitment (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefitsA) with any present or former officer, director, employee or consultant (other than those which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds or similar borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants limiting which limit the freedom ability of the Company Seller or a any Seller Subsidiary to compete in any line of business or with any person or involving which involve any restriction of the geographical area in which, or method by which, the Company Seller or a any Seller Subsidiary will may carry on its business (other than as may be required by law or any applicable authoritiesRegulatory Authority); (v) any lease, agreement or other contract or series agreement which is a "material contract" within the meaning of related contracts requiring annual rental payments or payments aggregating $50,000 or more;Item 601(b)(10) of Regulation S-K promulgated by the SEC and which is not listed in Seller's SEC Reports; or (vi) any agreement for the purchase lease with annual rental payments aggregating $500,000 or sale of materials, supplies, equipment, merchandise or service that contain an escalation, renegotiation or redetermination clause or that obligate the Company or more. (b) Neither Seller nor any Seller Subsidiary to purchase all or substantially all is in violation of its requirements of a particular product from a suppliercharter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any of the assets or properties of the Company or any Subsidiary other than instrument, whether entered into in the ordinary course of business or for the grant to any person of any options, rights of first refusal otherwise and whether written or preferential or similar rights to purchase any such assets or properties; (viii) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar arrangements; (x) any agreement relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock of any other person; (xi) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; and (xii) any other material agreement which is not made in the ordinary course of business. True and complete copies of all the contracts described above and other material agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brou▇▇▇▇▇. ▇ach of such contacts is valid, subsisting, in full force and effectoral, and there has not occurred any event that, with the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company and its Subsidiaries is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both giving of notice or both, would constitute such a default thereunderdefault, except, in each caseall cases, where such defaults as default would not, individually or in the aggregate, not have a material adverse effect on the business Condition of the Company or any SubsidiarySeller and its Subsidiaries, taken as a whole.