Common use of Covenants Relating to Conduct of Business Clause in Contracts

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 5.2 Forbearances 48 6.1 Regulatory Matters 51 6.2 Access to Information; Confidentiality 53 6.3 Shareholders’ Approvals 54 6.4 Legal Conditions to Merger 55 6.5 Stock Exchange Listing 56 6.6 Employee Matters 56 6.7 Indemnification; Directors’ and Officers’ Insurance 58 6.8 Additional Agreements 59 6.9 Advice of Changes 59 6.10 Shareholder Litigation 59 6.11 Corporate Governance; Headquarters; Name 60 6.12 Acquisition Proposals 61 6.13 Public Announcements 62 6.14 Change of Method 63 6.15 Restructuring Efforts 63 6.16 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 64

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business Prior to the Effective Time 48 46 5.2 Cadence Forbearances 48 46 5.3 Huntington Forbearances 50 6.1 Regulatory Matters 51 6.2 Access to Information; Confidentiality 53 Information 54 6.3 Shareholders’ Approvals 54 Cadence Shareholder Approval 55 6.4 Huntington Shareholder Approval 57 6.5 Legal Conditions to Merger 55 6.5 58 6.6 Stock Exchange Listing 56 6.6 58 6.7 Tax Matters 58 6.8 Employee Matters 56 6.7 59 6.9 Indemnification; Directors’ and Officers’ Insurance 58 6.8 61 6.10 Additional Agreements 59 6.9 62 6.11 Advice of Changes 59 6.10 Shareholder Litigation 59 6.11 62 6.12 Dividends 63 6.13 Corporate Governance; Headquarters; Name 60 6.12 Foundation 63 6.14 Acquisition Proposals 61 6.13 63 6.15 Public Announcements 62 6.14 64 6.16 Change of Method 63 6.15 65 6.17 Restructuring Efforts 63 6.16 65 6.18 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 65 6.19 Exemption from Liability Under Section 16(b) 6465 6.20 Litigation and Claims 66 6.21 Assumption of Cadence Debt 66

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 47 5.2 Forbearances 48 47 6.1 Regulatory Matters 51 6.2 Access to Information; Confidentiality 53 6.3 Shareholders’ Stockholder Approvals 54 6.4 Legal Conditions to Merger 55 6.5 Stock Exchange Listing 56 55 6.6 Employee Matters 56 55 6.7 Indemnification; Directors’ and Officers’ Insurance 58 57 6.8 Additional Agreements 59 58 6.9 Advice of Changes 59 58 6.10 Shareholder Dividends 58 6.11 Stockholder Litigation 59 6.11 6.12 Corporate Governance; Headquarters; Name 60 6.12 Governance 59 6.13 Acquisition Proposals 61 6.13 60 6.14 Public Announcements 62 6.14 61 6.15 Change of Method 63 6.15 61 6.16 Restructuring Efforts 63 6.16 61 6.17 Takeover Restrictions 63 6.17 Statutes 62 6.18 Treatment of TCBI Indebtedness 63 6.18 Sterling Debt 62 6.19 Exemption from Liability Under under Section 16(b) 6462

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 54 5.2 Forbearances 4855 6.1 Regulatory Matters 51 58 6.2 Access to Information; Confidentiality 53 60 6.3 Shareholders’ Approvals 54 61 6.4 Legal Conditions to Merger 55 63 6.5 Stock Exchange Listing 56 63 6.6 Employee Matters 56 63 6.7 Indemnification; Directors’ and Officers’ Insurance 58 65 6.8 Additional Agreements 59 66 6.9 Advice of Changes 59 66 6.10 Dividends 67 6.11 Shareholder Litigation 59 6.11 67 6.12 Corporate Governance; Headquarters; Name 60 6.12 Headquarters 67 6.13 Commitments to the Community 68 6.14 Acquisition Proposals 61 6.13 68 6.15 Public Announcements 62 6.14 70 6.16 Change of Method 63 6.15 70 6.17 Restructuring Efforts 63 6.16 70 6.18 Takeover Restrictions 63 6.17 Statutes 71 6.19 Treatment of TCBI IBKC Indebtedness 63 6.18 71 6.20 Amendment of First Horizon Charter 71 6.21 IBKC Series D Preferred Stock 71 6.22 Exemption from Liability Under Section 16(b) 6472

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business of NewBridge Prior to the Effective Time 48 42 5.2 NewBridge Forbearances 48 42 5.3 Yadkin Forbearances 45 5.4 Tax-free Reorganization 46 6.1 Regulatory Matters 51 47 6.2 Access to Information; Confidentiality 53 Information 48 6.3 Shareholders’ Approvals 54 48 6.4 Legal Conditions to Merger 55 50 6.5 Stock Exchange Listing 56 50 6.6 Employee Matters 56 51 6.7 Indemnification; Directors’ and Officers’ Insurance 58 53 6.8 Additional Agreements 59 54 6.9 Advice of Changes 59 54 6.10 Shareholder Litigation 59 Dividends 54 6.11 Corporate Governance; Headquarters; Name 60 Governance 54 6.12 Acquisition Proposals 61 55 6.13 Public Announcements 62 56 6.14 Change of Method 63 56 6.15 Restructuring Efforts 63 56 6.16 Takeover Restrictions 63 Statutes 57 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 6457 6.18 Assumption of Trust Preferred Securities and Subordinated Debt 57

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 55 5.2 Partners Forbearances 4855 5.3 LINK Forbearances 59 6.1 Regulatory Matters 51 62 6.2 Access to Information; Confidentiality 53 64 6.3 Shareholders’ Non-Control 64 6.4 Shareholder Approvals 54 6.4 64 6.5 Legal Conditions to Merger 55 6.5 66 6.6 Stock Exchange Listing 56 6.6 67 6.7 Employee Matters 56 6.7 67 6.8 Indemnification; Directors’ and Officers’ Insurance 58 6.8 70 6.9 Additional Agreements 59 6.9 71 6.10 Advice of Changes 59 6.10 Shareholder 72 6.11 Dividends 72 6.12 Litigation 59 6.11 72 6.13 Corporate Governance; Headquarters; Name 60 6.12 Governance 72 6.14 Acquisition Proposals 61 6.13 74 6.15 Public Announcements 62 6.14 75 6.16 Change of Method 63 6.15 75 6.17 Restructuring Efforts 63 6.16 76 6.18 Takeover Restrictions 63 6.17 Statutes 76 6.19 Treatment of TCBI Indebtedness 63 6.18 Partners Debt 76 6.20 Operating Functions 76 6.21 Exemption from Liability Under under Section 16(b) 6477

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business of the Company and Parent Prior to the Effective Time 48 42 5.2 Company Forbearances 4842 5.3 Parent Forbearances 45 6.1 Regulatory Matters 51 46 6.2 Access to Information; Confidentiality 53 Information 48 6.3 Shareholders’ Approvals 54 Approval 49 6.4 Legal Conditions to Merger 55 50 6.5 Stock Exchange Listing 56 50 6.6 Employee Matters 56 Benefit Plans 51 6.7 Indemnification; Directors’ and Officers’ Insurance 58 52 6.8 Additional Agreements 59 54 6.9 Advice of Changes 59 6.10 Shareholder Litigation 59 54 6.1 Dividends 54 6.11 Corporate Governance; Headquarters; Name 60 Board Appointments 54 6.12 Acquisition Proposals 61 54 6.13 Public Announcements 62 56 6.14 Change of Method 63 56 6.15 Restructuring Efforts 63 Takeover Statutes 56 6.16 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 6456 6.17 Litigation and Claims 57 6.18 Assumption of Company Debt 57 6.19 No Control of Other Party’s Business57

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 54 5.2 PACW Forbearances 4854 5.3 BANC Forbearances 57 6.1 Regulatory Matters 51 60 6.2 Access to Information; Confidentiality 53 62 6.3 Shareholders’ Stockholder Approvals 54 64 6.4 Legal Conditions to Merger 55 66 6.5 Stock Exchange Listing 56 and Delisting 66 6.6 Employee Matters 56 67 6.7 Indemnification; Directors’ and Officers’ Insurance 58 69 6.8 Additional Agreements 59 70 6.9 Efforts to Close; Advice of Changes 59 70 6.10 Dividends 70 6.11 Shareholder Litigation 59 6.11 70 6.12 Corporate Governance; Headquarters; Name 60 6.12 Governance 71 6.13 Acquisition Proposals 61 6.13 72 6.14 Public Announcements 62 6.14 73 6.15 Change of Method 63 6.15 73 6.16 Restructuring Efforts 63 6.16 74 6.17 Takeover Restrictions 63 6.17 Statutes 74 6.18 Investment Agreement 74 6.19 Client Consents 75 6.20 Treatment of TCBI Indebtedness 63 6.18 PACW Debt 76 6.21 Balance Sheet Repositioning 77 6.22 Exemption from Liability Under under Section 16(b) 6477

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business Prior to the Effective Time 44 5.2 Company Forbearances 44 5.3 Parent Forbearances 48 5.2 Forbearances 48 6.1 Regulatory Matters 51 49 6.2 Access to Information; Confidentiality Information 51 6.3 Company Stockholder Approval 52 6.4 Parent Shareholder Approval 53 6.3 Shareholders’ Approvals 54 6.4 6.5 Legal Conditions to Merger 55 6.5 54 6.6 Stock Exchange Listing 56 6.6 54 6.7 Employee Matters 56 6.7 54 6.8 Indemnification; Directors’ and Officers’ Insurance 58 6.8 56 6.9 Additional Agreements 59 6.9 58 6.10 Advice of Changes 59 6.10 Shareholder Litigation 59 58 6.11 Corporate Governance; Headquarters; Name 60 Dividends 58 6.12 Parent Board 58 6.13 Acquisition Proposals 61 6.13 59 6.14 Public Announcements 62 6.14 60 6.15 Change of Method 63 6.15 60 6.16 Restructuring Efforts 63 6.16 60 6.17 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 Statutes 61 6.18 Exemption from Liability Under Section 16(b) 6461 6.19 Litigation and Claims 61 6.20 Assumption of Company Debt 62 6.21 No Control of Other Party’s Business 62 6.22 Company Bank Pre-Closing Dividend 62 6.23 Company Cooperation 62 6.24 Parent Cooperation 62

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business of the Company Prior to the Effective Time 48 39 5.2 Company Forbearances 48 39 5.3 Parent Forbearances 42 6.1 Regulatory Matters 51 43 6.2 Access to Information; Confidentiality 53 Information 45 6.3 ShareholdersStockholders’ Approvals 54 46 6.4 Legal Conditions to Merger 55 47 6.5 Stock Exchange Listing 56 47 6.6 Employee Matters 56 Benefit Plans 47 6.7 Indemnification; Directors’ and Officers’ Insurance 58 49 6.8 Additional Agreements 59 51 6.9 Advice of Changes 59 51 6.10 Shareholder Litigation 59 Dividends 51 6.11 Corporate Governance; Headquarters; Name 60 Governance 51 6.12 Acquisition Proposals 61 52 6.13 Public Announcements 62 53 6.14 Change of Method 63 53 6.15 Restructuring Efforts 63 54 6.16 Takeover Restrictions 63 Statutes 54 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 6454 6.18 Assumption of Company Debt 54

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business of the Company Prior to the Effective Time 48 31 5.2 Company Forbearances 48 32 5.3 Parent Forbearances 34 6.1 Regulatory Matters 51 34 6.2 Access to Information; Confidentiality 53 Information 36 6.3 ShareholdersStockholders’ Approvals 54 Approval 36 6.4 Legal Conditions to Merger 55 37 6.5 Stock Exchange Listing 56 38 6.6 Employee Matters 56 Benefit Plans 38 6.7 Indemnification; Directors’ and Officers’ Insurance 58 39 6.8 Additional Agreements 59 40 6.9 Advice of Changes 59 40 6.10 Shareholder Litigation 59 Dividends 41 Table of Contents 6.11 Corporate Governance; Headquarters; Name 60 Governance 41 6.12 Acquisition Proposals 61 41 6.13 Public Announcements 62 42 6.14 Change of Method 63 Takeover Statutes 42 6.15 Restructuring Efforts 63 6.16 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under under Section 16(b) 6443 6.16 Litigation and Claims 43 6.17 Assumption of the Company Debt 43 6.18 No Control of Other Party’s Business 43 6.19 Amendment Filings 43 6.20 Termination of Company Dividend Reinvestment Plan. 44

Covenants Relating to Conduct of Business. 50 5.1 Conduct of Businesses Prior to the Effective Time 48 50 5.2 Forbearances 48 51 ARTICLE VI ADDITIONAL AGREEMENTS 54 6.1 Regulatory Matters 51 54 6.2 Access to Information; Information; Confidentiality 53 56 6.3 Shareholders’ Approvals 54 57 6.4 Legal Conditions to Merger 55 59 6.5 Stock Exchange Listing 56 59 6.6 Employee Matters 56 59 6.7 Indemnification; Indemnification; Directors’ and Officers’ Insurance 58 63 6.8 Additional Agreements 59 63 6.9 Advice of Changes 59 64 6.10 Shareholder Litigation 59 64 6.11 Corporate Governance; Headquarters; Name 60 Governance 64 6.12 Acquisition Proposals 61 66 6.13 Public Announcements 62 67 6.14 Change of Method 63 67 6.15 Restructuring Efforts 63 68 6.16 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 6468

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 49 5.2 CrossFirst Forbearances 4849 5.3 Busey Forbearances 52 6.1 Regulatory Matters 51 53 6.2 Access to Information; Confidentiality 53 55 6.3 Shareholders’ Approvals 54 Stockholder Approval 56 6.4 Legal Conditions to Merger 55 57 6.5 Stock Exchange Listing 56 58 6.6 Employee Matters 56 58 6.7 Indemnification; Directors’ and Officers’ Insurance 58 60 6.8 Additional Agreements 59 61 6.9 Advice of Changes 59 61 6.10 Shareholder Stockholder Litigation 59 61 6.11 Corporate Governance; Headquarters; Name 60 Governance 62 6.12 Acquisition Proposals 61 63 6.13 Public Announcements 62 64 6.14 Change of Method 63 64 6.15 Restructuring Efforts 63 64 6.16 Takeover Restrictions 63 Statutes 65 6.17 Treatment of TCBI Indebtedness 63 CrossFirst Debt 65 6.18 Exemption from Liability Under under Section 16(b) 6465 6.19 Certain Tax Matters. 66

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business Prior to the Effective Time 48 43 5.2 FirstMerit Forbearances 48 43 5.3 Huntington Forbearances 47 6.1 Regulatory Matters 51 48 6.2 Access to Information; Confidentiality Information 51 6.3 FirstMerit Shareholder Approval 52 6.4 Huntington Shareholder Approval 53 6.3 Shareholders’ Approvals 54 6.4 6.5 Legal Conditions to Merger 55 6.5 53 6.6 Stock Exchange Listing 56 6.6 54 6.7 Employee Matters 56 6.7 54 6.8 Indemnification; Directors’ and Officers’ Insurance 58 6.8 56 6.9 Additional Agreements 59 6.9 57 6.10 Advice of Changes 59 6.10 Shareholder Litigation 59 57 6.11 Dividends 58 6.12 Corporate Governance; Headquarters; Name 60 6.12 Commitments to the Community 58 6.13 Acquisition Proposals 61 6.13 59 6.14 Public Announcements 62 6.14 60 6.15 Change of Method 63 6.15 61 6.16 Restructuring Efforts 63 6.16 61 6.17 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 Statutes 61 6.18 Exemption from Liability Under Section 16(b) 6461 6.19 Litigation and Claims 62 6.20 Assumption of FirstMerit Debt 62 6.21 No Control of Other Party’s Business 62

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the First Effective Time 48 37 5.2 Forbearances 48 of the Company 38 5.3 Forbearances of Purchaser 41 6.1 Regulatory Matters 51 42 6.2 Access to Information; Confidentiality 53 44 6.3 Non-Control 44 6.4 Shareholders’ Approvals 54 6.4 45 6.5 Legal Conditions to Merger 55 6.5 Mergers 46 6.6 Stock Exchange Listing 56 6.6 47 6.7 Employee Matters 56 6.7 47 6.8 Indemnification; Directors’ and Officers’ Insurance 58 6.8 48 6.9 Additional Agreements 59 6.9 49 6.10 Advice of Changes 59 6.10 49 6.11 Shareholder Litigation 59 6.11 Corporate Governance; Headquarters; Name 60 50 6.12 Reserved 50 6.13 Acquisition Proposals 61 6.13 50 6.14 Corporate Governance 52 6.15 Public Announcements 62 6.14 52 6.16 Change of Method 63 6.15 Restructuring Efforts 63 6.16 52 6.17 Takeover Restrictions 63 6.17 Statutes 53 6.18 Treatment of TCBI Company Indebtedness 63 6.18 53 6.19 Exemption from Liability Under Section 16(b) 6453 6.20 Securities Aggregation 53 6.21 Advisory Client Consents; Fund Approvals 54 6.22 Certain Tax Matters 54

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 5.2 Forbearances 48 6.1 Regulatory Matters 51 52 6.2 Access to Information; Confidentiality 53 6.3 Shareholders’ Approvals Approval and Stockholder Approval 54 6.4 Legal Conditions to Merger 55 56 6.5 Stock Exchange Listing 56 6.6 Employee Matters 56 6.7 Indemnification; Directors’ and Officers’ Insurance 58 59 6.8 Additional Agreements 59 60 6.9 Advice of Changes 59 60 6.10 Shareholder Dividends 60 6.11 Stockholder Litigation 59 6.11 61 6.12 Corporate Governance; Headquarters; Name 60 6.12 Governance 61 6.13 Acquisition Proposals 61 6.13 62 6.14 Public Announcements 62 6.14 63 6.15 Change of Method 63 6.15 6.16 Restructuring Efforts 63 6.16 64 6.17 Takeover Restrictions 63 6.17 Statutes 64 6.18 Treatment of TCBI Indebtedness 63 6.18 First Midwest Debt 64 6.19 Exemption from Liability Under under Section 16(b) 64

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business of Xenith Prior to the Effective Time 48 46 5.2 Xenith Forbearances 48 46 5.3 Conduct of Business of HRB Prior to the Effective Time 49 5.4 HRB Forbearances 50 5.5 No Control of the Other Party’s Business 53 6.1 Regulatory Matters 51 53 6.2 Access to Information; Confidentiality 53 Information 54 6.3 Shareholders’ Approvals 54 55 6.4 Legal Conditions to Merger 55 56 6.5 Stock Exchange Listing 56 57 6.6 Employee Matters 56 Benefit Plans 57 6.7 Indemnification; Directors’ and Officers’ Insurance 58 6.8 Additional Agreements 59 6.9 Advice of Changes 59 6.10 Shareholder Litigation 59 60 6.11 Corporate Governance; Headquarters; Name Post-Merger Organizational Matters 60 6.12 Acquisition Proposals 61 60 6.13 Public Announcements 62 63 6.14 Change of Method Takeover Statutes 63 6.15 Restructuring Efforts 63 6.16 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 64 6.16 Existing Indebtedness 64

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Prior to the Effective Time 48 50 5.2 CrossFirst Forbearances 48 50 5.3 Busey Forbearances 54 ARTICLE VI ADDITIONAL AGREEMENTS 6.1 Regulatory Matters 51 54 6.2 Access to Information; Confidentiality 53 56 6.3 Shareholders’ Approvals 54 Stockholder Approval 57 6.4 Legal Conditions to Merger 55 58 6.5 Stock Exchange Listing 56 59 6.6 Employee Matters 56 59 6.7 Indemnification; Directors’ and Officers’ Insurance 58 61 6.8 Additional Agreements 59 62 6.9 Advice of Changes 59 62 6.10 Shareholder Stockholder Litigation 59 62 6.11 Corporate Governance; Headquarters; Name 60 Governance 63 6.12 Acquisition Proposals 61 64 6.13 Public Announcements 62 65 6.14 Change of Method 63 65 6.15 Restructuring Efforts 63 65 6.16 Takeover Restrictions 63 Statutes 66 6.17 Treatment of TCBI Indebtedness 63 CrossFirst Debt 66 6.18 Exemption from Liability Under under Section 16(b) 6466 6.19 Certain Tax Matters 67

Covenants Relating to Conduct of Business. 5.1 Conduct of Businesses Business of Xenith Prior to the Effective Time 48 46 5.2 Xenith Forbearances 4846 5.3 Conduct of Business of HRB Prior to the Effective Time 49 5.4 HRB Forbearances 50 5.5 No Control of the Other Party’s Business 53 6.1 Regulatory Matters 51 53 6.2 Access to Information; Confidentiality 53 Information 54 6.3 Shareholders’ Approvals 54 55 6.4 Legal Conditions to Merger 55 56 6.5 Stock Exchange Listing 56 57 6.6 Employee Matters 56 Benefit Plans 57 6.7 Indemnification; Directors’ and Officers’ Insurance 58 6.8 Additional Agreements 59 6.9 Advice of Changes 59 6.10 Shareholder Litigation 59 60 6.11 Corporate Governance; Headquarters; Name Post-Merger Organizational Matters 60 6.12 Acquisition Proposals 61 60 6.13 Public Announcements 62 63 6.14 Change of Method Takeover Statutes 63 6.15 Restructuring Efforts 63 6.16 Takeover Restrictions 63 6.17 Treatment of TCBI Indebtedness 63 6.18 Exemption from Liability Under Section 16(b) 64 6.16 Existing Indebtedness 64