Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.

Certain Contracts. (a) Neither Except as set forth in Schedule 3.14 hereto, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants, other with respect to the employment of any consultant which cannot be terminated with a payment of less than in the ordinary course of business consistent with past practice$25,000, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Company or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K B of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains (A) any non-competition which is a consulting or exclusive dealing agreement, or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or obligation less notice and involves the payment of more than $25,000 per annum, (v) which purports to limit or restrict, or following restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously delivered to a party (other than Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company or its Subsidiaries) that is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, section is referred to herein as a “"Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto".

Certain Contracts. (a) Neither Except as set forth at Section 4.11 of the Company ACE*COMM Disclosure Schedule, neither ACE*COMM nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, consultants (other than in the ordinary course of business consistent with past practicestandard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentACE*COMM, i3, the Company, the Final Surviving Corporation, Corporation or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (viv) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material relating to the Company disposition or acquisition by ACE*COMM or any of its SubsidiariesSubsidiaries after the date of this Agreement of a material amount of assets. ACE*COMM has previously made available to i3 true, correct and complete copies of all employment, consulting and deferred compensation agreements to which ACE*COMM or any of its Subsidiaries is a party. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 4.11(a) is referred to herein as a an “Company ACE*COMM Contract,” and neither the Company ACE*COMM nor any of its Subsidiaries knows has received written notice of, or has received notice nor do any executive officers of such entities have any knowledge of, any violation of any Company Contract by any of the other parties theretoACE*COMM Contract.

Certain Contracts. (a) Neither Set forth in Section 3.14(a) of the Company nor Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment payment of fees, compensation or benefits to any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation or stockholder approval of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentCascade, Home, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary service provider thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Home or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent business and such requirement is not terminable by Home or its SubsidiariesSubsidiaries on sixty (60) days or less notice without any required payment or other conditions, to own, operate, sell, transfer, pledge or otherwise dispose other than the condition of any material assets or businessnotice, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or treatment the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that is material involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the Company condition of notice) or its Subsidiaries(xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 3.14(a) is referred to herein as a “Company Home Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.”

Certain Contracts. (a) Neither the Company First National Bankshares nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst National Bankshares, Fifth Third, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst National Bankshares Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by First National Bankshares or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “Company First National Bankshares Contract,” ”, and neither the Company First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither Except as publicly disclosed in the Company Hxxxxx United SEC Reports filed prior to the date hereof or as set forth in Section 4.14(a) of the Hxxxxx United Disclosure Schedule, neither Hxxxxx United nor any Company Subsidiary of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference Agreement, (ii) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank and sales of securities subject to repurchase, in each case incurred in the Company SEC Reports filed prior to ordinary course of business) by Hxxxxx United or any of its Subsidiaries in the date hereofprincipal amount of $2.0 million or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (iviii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets or that limits or purports properties of Hxxxxx United and its Subsidiaries, (iv) which provides for material payments to limit the ability of the Company be made by Hxxxxx United or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessupon a change in control thereof, (v) with or to which is a labor union or guild consulting agreement (including any collective bargaining agreement)data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $2.0 million per annum, (vi) containing which (A) limits the freedom of Hxxxxx United or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, (B) requires referrals of business or requires Hxxxxx United or any of its Subsidiaries to make available investment opportunities to any person on a “most favored nation” clause priority or other similar term providing preferential pricing exclusive basis or treatment (C) requires Hxxxxx United or any of its Subsidiaries to a party use any product or service of another person on an exclusive basis or (vii) which involved payments by, or to, Hxxxxx United or any of its Subsidiaries in fiscal year 2005 of more than $5 million or which could reasonably be expected to involve payments during fiscal year 2005 of more than $5 million (other than pursuant to Loans originated or purchased by Hxxxxx United and its Subsidiaries in the Company or its Subsidiaries) that is material to the Company or its Subsidiariesordinary course of business consistent with past practice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not publicly disclosed in the Hxxxxx United SEC Reports filed prior to the date hereof or set forth in Section 4.14(a) of the Company Hxxxxx United Disclosure Schedule, is referred to herein as a an “Company Hxxxxx United Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.”

Certain Contracts. (a) Neither Except as disclosed on Section 3.13(a) of the Company Target Disclosure Schedule, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, Target, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Target or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Target SEC Reports filed prior to before the date hereof, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business by Target or, or any other agreement or obligation which purports to limit or restrictthe knowledge of Target, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause as to any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to as a “Company Target Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Target Contract by any of the other parties thereto.

Certain Contracts. (a) Neither As of the Company date of this Agreement, neither PRISA nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, directors or executive officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement and the Ancillary Agreements will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company PRISA or any Subsidiary thereofof its Subsidiaries, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed performed, in whole or part, after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by PRISA or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Share Exchange will materially restrict the business of PRISA or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement)stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated or other similar term providing preferential pricing modified, by the occurrence of any stockholder approval or treatment to a party (other than the Company consummation of any of the transactions contemplated by this Agreement and the Ancillary Agreements, or its Subsidiaries) that is material to the Company or its Subsidiariesvalue of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Ancillary Agreements. Each contract, arrangement, commitment or understanding of the type described in this Section 5.137.12(a), whether or not set forth in the Company PRISA Disclosure Schedule, is referred to herein as a “Company PRISA Material Contract,” and neither the Company PRISA nor any of its Subsidiaries knows has Knowledge of, or has received notice of, any violation of any Company Contract the above by any of the other parties thereto, which has had a Material Adverse Effect on PRISA. PRISA has previously made available to Liberty true and correct copies of all PRISA Material Contracts, including all schedules, exhibits, annexes and amendments thereto.

Certain Contracts. (a) Neither the Company FCN nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBANC ONE, FCN, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFCN Reports, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following materially restricts the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessline of business by FCN, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. FCN has previously made available to BANC ONE true and correct copies of all employment and deferred compensation agreements which are in writing and to which FCN is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company FCN Disclosure Schedule, is referred to herein as a “Company an "FCN Contract,” ", and neither the Company FCN nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, individually or in the aggregate, would have a Material Adverse Effect on FCN.

Certain Contracts. (a) Neither As of the Company date of this Agreement, neither Bancorp nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBancorp, CBI, the Company, the Final Surviving surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofBancorp Reports, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following materially restricts the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessline of business by Bancorp, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party (other than the Company vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or its Subsidiaries) that is material to the Company or its Subsidiariesvalue of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Bancorp Disclosure Schedule, is referred to herein as a “Company "Bancorp Contract,” and neither the Company ." Neither Bancorp nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Bancorp Contract by any of the other parties theretothereto that, individually or in the aggregate, would have a Material Adverse Effect on Bancorp.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment service of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director, employee, agent or employee consultant of the Company or any Subsidiary thereofthe Company Bank, (iii) that which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $10,000 per annum in the case of any one such agreement or $25,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains (A) any non-competition noncompetition or exclusive dealing agreement, agreements or any other agreement or obligation which that purports to materially limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect the ability of the Company, Company or the Company Subsidiaries Bank to compete in any line of business or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers with any person or the manner entity or in which, any geographic area or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right right; (vii) any contract for, with respect to, or that limits contemplates, a possible merger, consolidation, reorganization, recapitalization or purports other business combination, or asset sale or sale of equity securities with respect to limit the ability Company or the Company Bank; (viii) any contract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $25,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any of its Subsidiaries or, following consummation of contract (other than a Plan) with respect to the Transaction, Parent employment or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose compensation of any material assets officers or business, directors; (vxi) with or to a labor union or guild (including any collective bargaining agreement), or (vi) contract containing a “most favored nationnations” clause or other similar term providing preferential pricing or treatment to a party party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other than the Company similar agreement or its Subsidiaries) that is material arrangement, or relating to the Company formation, creation or its Subsidiaries. Each contractoperation, arrangementmanagement or control of any partnership, commitment limited liability company or understanding of the type described joint venture, in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor each case with any of its Subsidiaries knows ofthird parties, or has received notice of, any violation contract which limits payments of dividends and (xiii) any Company Contract by any of the other parties thereto.Regulatory Agreement (defined in

Certain Contracts. (a) Neither NCC Disclosure Schedule Section 3.13(a) lists, as of the Company nor any Company Subsidiary is a party to date of this Agreement, all contracts, arrangements, commitments or bound by any contract, arrangement, commitment or understanding understandings (whether written or oral) ), other than any NCC Benefit Plan, entered into by NCC or any of its Subsidiaries or by which NCC or any of its Subsidiaries may be bound: (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicitation requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by NCC or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Merger will materially restrict the ability of the Surviving Entity or the Surviving Bank or any NCC Subsidiary to engage in any line of business that is material to NCC or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, ; (viii) with or to a labor union or guild (including any collective bargaining agreement); (iv) which includes any bonus, stock options, restricted stock, stock appreciation right or other employee benefit agreement or arrangement; (v) which, upon the consummation of the transactions contemplated by this Agreement (alone or upon the occurrence of any additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from NCC, the Surviving Entity or any of their respective Subsidiaries to any officer, employee or director of NCC or any of its Subsidiaries; (vi) containing the benefits of which will be increased or the vesting of benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NCC or any of its Subsidiaries; (viii) related to the borrowing by NCC or any of its Subsidiaries of money other than those entered into in the Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (ix) relating to the lease of personal property having a “most favored nation” clause value in excess of $150,000 in the aggregate; (x) relating to any joint venture, partnership, limited liability company agreement or other similar term providing preferential pricing agreement or treatment arrangement; (xi) which relates to a party capital expenditures and involves future payments in excess of $450,000 in the aggregate; or (other xii) which is not terminable on sixty (60) days or less notice and involves the payment of more than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries$250,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company NCC Disclosure Schedule, is referred to herein as a an “Company NCC Contract,” and neither the Company NCC nor any of its Subsidiaries knows of, or has received written, or to NCC’s knowledge, oral notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be likely to have a Material Adverse Effect on NCC. NCC has made available to CenterState complete and correct copies of all NCC Contracts identified in NCC Disclosure Schedule Section 3.13(a).

Certain Contracts. (a) Neither Except as otherwise provided in this Agreement or as disclosed on Section 3.13(a) of the Company Seller Disclosure Schedule, neither Seller nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, Seller, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Seller or any Subsidiary thereof, (iii) that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K of the SEC) Seller to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business, or any other agreement or obligation the area in which purports such business is conducted, by Seller or, to limit or restrictthe knowledge of Seller, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Seller Disclosure Schedule, is referred to as a “Company Seller Contract,” and neither the Company Seller nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Seller Contract by any of the other parties thereto.

Certain Contracts. (a) Neither Set forth in Section 3.14(a) of the Company nor TCG Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which TCG or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMB, TCG, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by TCG or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any TCG Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or treatment to a party the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (other than the Company or its Subsidiariesvii) that is material relates to the Company incurrence of indebtedness by TCG or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of(other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank, securities sold under agreements to repurchase, and subordinated debentures issued in connection with the Trust Preferred Securities, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1.0 million or has received notice ofmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any violation right of first refusal, right of first offer or similar right with respect to any Company Contract by any material assets, rights or properties of the other parties thereto.TCG or its Subsidiaries, (ix) that involves the

Certain Contracts. (a) Neither Each contract, arrangement, commitment or understanding (whether written or oral) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth in Section 4.14(a) of the First Financial Disclosure Schedule or as filed by First Financial with the SEC, as of the date hereof, neither First Financial nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, First Financial, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which restricts First Financial’s ability to compete or contains a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed client or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by First Financial or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (vi) containing a “most favored nation” clause that relates to the incurrence of indebtedness by First Financial or other similar term providing preferential pricing or treatment to a party any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1,000,000 or its Subsidiaries) that is material to the Company or its Subsidiariesmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First Financial Disclosure ScheduleSchedule or filed by First Financial with the SEC, is referred to herein as a “Company First Financial Contract,” and neither the Company First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Financial.

Certain Contracts. (a) Neither the Company Norwest nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentXxxxx Fargo, Norwest, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofNorwest Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by Norwest or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party (the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, other than (with respect to clauses (ii) and (vi) of this sentence) the Company or its Subsidiaries) that Norwest Corporation Directors' Stock Deferral Plan and the Norwest Corporation Employees' Stock Deferral Plan. Norwest has previously made available to Xxxxx Fargo true and correct copies of all employment and deferred compensation agreements which are in writing and to which Norwest is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Norwest Disclosure Schedule, is referred to herein as a “Company "Norwest Contract,” ", and neither the Company Norwest nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, either individually or in the aggregate, will have a Material Adverse Effect on Norwest.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company HopFed Disclosure Schedule, as of the date hereof, neither HopFed nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, HopFed, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which restricts HopFed’s ability to compete or contains (A) any a client or customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by HopFed or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) of the HopFed Disclosure Schedule) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by HopFed or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of HopFed or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $150,000 per annum (other than any such contracts which are terminable by HopFed or any of its SubsidiariesSubsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company HopFed Disclosure Schedule, is referred to herein as a “Company HopFed Contract,” and neither the Company HopFed nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on HopFed.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Jefferson Disclosure Schedule, as of the date hereof, neither Jefferson nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHomeTrust, Jefferson, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Jefferson or obligation which purports to limit any of its Subsidiaries or restrictaffiliates, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Jefferson Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Jefferson or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Jefferson or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Jefferson or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Jefferson or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, following consummation other than the condition of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessnotice), (vx) that pertains to the leasing of real property, (xi) that obligates Jefferson or any of its Subsidiaries to conduct business with a third party on an exclusive or to a labor union preferential basis, (xii) that imposes potential recourse obligations on Jefferson or guild any of its Subsidiaries in connection with sale of loans or loan participations, (including any collective bargaining agreement)xiii) for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Jefferson Disclosure Schedule, is referred to herein as a “Company Jefferson Contract,” and neither the Company Jefferson nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither As of the Company date hereof, neither NewBridge nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees employees, independent contractors or consultants, consultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentYadkin, NewBridge, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by NewBridge or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or treatment stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by NewBridge or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NewBridge or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $100,000 per annum (other than any such contracts which are terminable by NewBridge or any of its SubsidiariesSubsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company NewBridge Disclosure Schedule, is referred to herein as a “Company NewBridge Contract,” and neither the Company NewBridge nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on NewBridge.

Certain Contracts. (a) Neither Except as set forth at Section 3.12 of the Company NewMil Disclosure Schedule, neither NewMil nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentWxxxxxx, the Company, the Final Surviving CorporationNewMil, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company NewMil or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement) or (v) except as set forth on Section 3.12(a)(v) of the NewMil Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the NewMil Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which NewMil or any of its Subsidiaries is a party. Section 3.12(a) of the NewMil Disclosure Schedule sets forth a list of all material contracts (vias defined in Item 601(b)(10) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesof Regulation S-K) that is material to the Company or of NewMil and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.12(a), whether or not set forth in Section 3.12(a) of the Company NewMil Disclosure Schedule, is referred to herein as a “Company NewMil Contract,” and neither the Company NewMil nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoNewMil Contract.

Certain Contracts. (a) Neither the Company MGIC nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMGIC, Radian, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofMGIC Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by MGIC or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vii) any MGIC Reinsurance Contract (as defined in Section 4.14(b)), other than captive mortgage reinsurance contracts, where the Company amount of risk ceded as of December 31, 2006 exceeds $250 million. MGIC has previously made available to Radian true and correct copies of all employment and deferred compensation agreements which are in writing and to which MGIC or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company MGIC Disclosure Schedule, is referred to herein as a “Company MGIC Contract,” and neither the Company MGIC nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on MGIC.

Certain Contracts. (a) Neither Except as set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, neither First Place nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFFY, First Place, the Company, the Final Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst Place Reports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by First Place or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.16(a), whether or not set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, is referred to herein as a “Company "First Place Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto."

Certain Contracts. (aExcept as set forth on SECTION 3.1(v) Neither of the Company Disclosure Letter or as expressly permitted by SECTION 4.1(a), neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officersexecutive officers or key employees, employees or consultants, other than in with any consultants involving the ordinary course payment of business consistent with past practice$100,000 or more per annum, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed as an exhibit to or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iviii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, limits in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit way the ability of the Company or any Company Subsidiary to compete in any line of business, in any geographic area or with any person, or which requires referrals of any business or requires the Company or any of its Subsidiaries oraffiliates to make available investment opportunities to any person on a priority, following consummation of the Transaction, Parent equal or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessexclusive basis, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) containing a “most favored nation” clause which would prohibit or other similar term providing preferential pricing delay the consummation of any of the transactions contemplated by this Agreement, (vii) for the distribution or treatment to a party (other than resale of the products of the Company or its Subsidiariesany Company Subsidiary, (viii) that is material with respect to the indebtedness for borrowed money, including letters of credit, guaranties, indentures, swaps and similar agreements, in excess of $250,000, and (ix) with respect to capital expenditures or commitments for such expenditures in excess of $250,000. The Company or its Subsidiarieshas previously made available to Buyer complete and accurate copies of all Company Contracts (as defined below). Each contract, arrangement, commitment or understanding of the type described in this Section 5.13SECTION 3.1(v), whether or not set forth in on SECTION 3.1(v) of the Company Disclosure ScheduleLetter, is referred to herein as a “Company Contract"COMPANY CONTRACT,” " and neither the Company nor any of its Subsidiaries Company Subsidiary knows of, or has received written notice of, any violation of any Company Contract the above by any of the other parties thereto. All contracts, agreements, arrangements or understandings of any kind between any affiliate of the Company (other than any wholly owned Company Subsidiary), on the one hand, and the Company or any Subsidiary of Company, on the other hand, are on terms no less favorable to Company or to such Company Subsidiary than would be obtained with an unaffiliated third party on an arm's-length basis.

Certain Contracts. (a) Neither Set forth in Section 3.14(a) of the Company nor Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment payment of fees, compensation or benefits to any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation or stockholder approval of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBanner, Home, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary service provider thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Home or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent business and such requirement is not terminable by Home or its SubsidiariesSubsidiaries on sixty (60) days or less notice without any required payment or other conditions, to own, operate, sell, transfer, pledge or otherwise dispose other than the condition of any material assets or businessnotice, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or treatment the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that is material involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the Company condition of notice) or its Subsidiaries(xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 3.14(a) is referred to herein as a “Company Home Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.”

Certain Contracts. (a) Neither Except as disclosed in Section 3.11(a) or 3.14(a) of the Company GCBS Disclosure Schedule, neither GCBS nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentGCBS, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofGCBS Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by GCBS or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party (other than the Company vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or its Subsidiaries) that is material to the Company consummation of any of the transactions contemplated by this Agreement, or its Subsidiariesthe value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company GCBS Disclosure Schedule, is referred to herein as a “Company GCBS Contract,” ”, and neither the Company GCBS nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which will have, individually or in the aggregate, a Material Adverse Effect on GCBS.

Certain Contracts. (a) Neither the Company NCF nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentNCF, STI, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC NCF Reports filed prior to the date hereofof this Agreement, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by NCF or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. NCF has previously made available to STI true and correct copies of all employment and deferred compensation agreements which are in writing and to which NCF is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company NCF Disclosure Schedule, is referred to herein as a “Company "NCF Contract,” ", and neither the Company NCF nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither Except as disclosed on Section 3.13 of the Company GBC Disclosure Schedule, neither GBC nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Charter, GBC, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company GBC or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company GBC SEC Reports filed prior to the date hereof, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business by GBC or, or any other agreement or obligation which purports to limit or restrictthe knowledge of GBC, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause including any stock option plan or other similar term providing preferential pricing benefits plan in which any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. No such agreement will give any party to a party (other than that agreement the Company right to terminate or its Subsidiaries) renegotiate the terms of, that is material to the Company or its Subsidiariesagreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company GBC Disclosure Schedule, is referred to as a an “Company GBC Contract,” and neither the Company GBC nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company GBC Contract by any of the other parties thereto.

Certain Contracts. (a) Neither Except as set forth in Section 3.15 of the Company Seller Disclosure Schedule and except for documents listed as exhibits to the Seller SEC Filings, neither the Seller nor any Company Subsidiary the Seller Bank is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer, employees employee or consultants, other than in the ordinary course of business consistent with past practiceconsultant, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts act or eventsevent) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parentthe Buyer, the CompanyBuyer Bank, the Final Seller, the Seller Bank, the Surviving Corporation, the Surviving Bank or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) any non-competition not terminable on 120 days or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following less notice involving the consummation payment of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessmore than $50,000 per annum, (v) which materially restricts the conduct of any line of business by the Seller or the Seller Bank, (vi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party (other than the Company vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or its Subsidiaries) that is material the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Seller has previously delivered to the Company Buyer true and correct copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Seller or its Subsidiariesthe Seller Bank is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.15(a), whether or not set forth in Section 3.15 of the Company Seller Disclosure Schedule, is referred to herein as a “Company "Seller Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto."

Certain Contracts. (a) Neither Except as set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, neither FFY nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Place, FFY, the Company, the Final Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFFY Reports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by FFY or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.16(a), whether or not set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, is referred to herein as a “Company "FFY Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto."

Certain Contracts. (a) Neither Except as disclosed in Section 3.11(a) of the Company PNFP Disclosure Schedule, neither PNFP nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentPNFP, CAVB, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofPNFP Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by PNFP or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party (other than the Company vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or its Subsidiaries) that is material to the Company consummation of any of the transactions contemplated by this Agreement, or its Subsidiariesthe value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company PNFP Disclosure Schedule, is referred to herein as a “Company "PNFP Contract,” ", and neither the Company PNFP nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which will have, individually or in the aggregate, a Material Adverse Effect on PNFP.

Certain Contracts. (a) Neither the Company LSB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFNB, LSB, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of thereof which, individually or in the Company or any Subsidiary thereofaggregate, will have a Material Adverse Effect on LSB, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofLSB Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by LSB or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement which, individually or in the aggregate, will have a “most favored nation” clause or other similar term providing preferential pricing or treatment Material Adverse Effect on LSB. LSB has previously made available to FNB true and correct copies of all employment and deferred compensation agreements which are in writing and to which LSB is a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company LSB Disclosure Schedule, is referred to herein as a “Company LSB Contract,” ”, and neither the Company LSB nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, either individually or in the aggregate, will have a Material Adverse Effect on LSB.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company MainSource Disclosure Schedule, as of the date hereof, neither MainSource nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, MainSource, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which restricts MainSource’s ability to compete or contains (A) any a client or customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by MainSource or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) of the MainSource Disclosure Schedule) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by MainSource or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $400,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of MainSource or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $150,000 per annum (other than any such contracts which are terminable by MainSource or any of its SubsidiariesSubsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company MainSource Disclosure Schedule, is referred to herein as a “Company MainSource Contract,” and neither the Company MainSource nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on MainSource.

Certain Contracts. (a) Neither Except as set forth at Section 3.13(a) of the Company First Xxxxxxx Disclosure Schedules, neither First Xxxxxxx nor any Company First Xxxxxxx Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentTower, the Company, the Final Surviving CorporationFirst Xxxxxxx, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of business by First Xxxxxxx or any of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst Xxxxxxx Subsidiaries, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement) or (v) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.13(a) of the First Xxxxxxx Disclosure Schedules, there are no employment, consulting and deferred compensation agreements to which First Xxxxxxx or any of its Subsidiaries is a party. Section 3.13(a) of the First Xxxxxxx Disclosure Schedules sets forth a list of all material contracts (vias defined in Item 601(b)(10) containing a “most favored nation” clause of Regulation S-K) of First Xxxxxxx or other similar term providing preferential pricing or treatment to a party (other than any of the Company or its Subsidiaries) that is material to the Company or its First Xxxxxxx Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in Section 3.13(a) of the Company First Xxxxxxx Disclosure ScheduleSchedules, is referred to herein as a “Company First Xxxxxxx Contract,” and neither the Company First Xxxxxxx nor any of its the First Xxxxxxx Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoFirst Xxxxxxx Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.13(a) of the Company Wxxxxxx Disclosure Schedule or as filed with or incorporated into any Wxxxxxx Report filed prior to the date hereof, as of the date hereof, neither Wxxxxxx nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) oral but excluding any Wxxxxxx Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct on any line of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, Wxxxxxx or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Company Subsidiaries Requisite Wxxxxxx Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Wxxxxxx; (v) (A) that relates to the incurrence of indebtedness by Wxxxxxx or any portion of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted or business), (B) that provides for the guarantee, support, assumption or endorsement by Wxxxxxx or any agreement of its Subsidiaries of, or any similar commitment by Wxxxxxx or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Wxxxxxx or any of its Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Wxxxxxx or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $5,000,000 per annum other than any such contracts which are terminable by Wxxxxxx or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by Wxxxxxx or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Wxxxxxx or any of its Subsidiaries; or (ix) that relates to the Company acquisition or disposition of any person, business or asset and under which Wxxxxxx or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.13(a) (excluding any Wxxxxxx Benefit Plan), whether or not set forth in the Company Wxxxxxx Disclosure Schedule, is referred to herein as a “Company Wxxxxxx Contract,” ”. Wxxxxxx has made available to Sterling true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Wxxxxxx Contract by any in effect as of the other parties theretodate hereof.

Certain Contracts. (a) Neither Set forth in Section 4.14(a) of the Company nor MB Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which MB or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving CorporationMB, or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofMB Reports, (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by MB or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any MB Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or other the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that grants any right of first refusal, right of first offer or similar term providing preferential pricing right with respect to any material assets, rights or treatment to a party (other than the Company properties of MB or its SubsidiariesSubsidiaries or (viii) that is material obligates MB or any of its Subsidiaries to the Company conduct business with a third party on an exclusive or its Subsidiariespreferential basis. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 4.14(a) is referred to herein as a “Company "MB Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto."

Certain Contracts. (a) Neither the Company BANC ONE nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBANC ONE, FCN, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofBANC ONE Reports, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following materially restricts the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessline of business by BANC ONE, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. BANC ONE has previously made available to FCN true and correct copies of all employment and deferred compensation agreements which are in writing and to which BANC ONE is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.135.14(a), whether or not set forth in the Company BANC ONE Disclosure Schedule, is referred to herein as a “Company "BANC ONE Contract,” ", and neither the Company BANC ONE nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, individually or in the aggregate, would have a Material Adverse Effect on BANC ONE.

Certain Contracts. (a) Neither the Company FNB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFNB, LSB, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of thereof which, individually or in the Company or any Subsidiary thereofaggregate, will have a Material Adverse Effect on FNB, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFNB Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by FNB or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement which, individually or in the aggregate, will have a “most favored nation” clause or other similar term providing preferential pricing or treatment Material Adverse Effect on FNB. FNB has previously made available to LSB true and correct copies of all employment and deferred compensation agreements which are in writing and to which FNB is a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company FNB Disclosure Schedule, is referred to herein as a “Company FNB Contract,” ”, and neither the Company FNB nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which will have, individually or in the aggregate, a Material Adverse Effect on FNB.

Certain Contracts. (a) Neither Section 3.23 of the Company nor Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement) to which the Company or any Subsidiary of the Company Subsidiary is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultantstheir respective businesses is conducted, other than in any such limitation that is not material to the ordinary course of business consistent with past practiceCompany and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among the Company and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Parent, Parent or the Company, the Final Surviving Corporation, Company or any of their respective Subsidiaries to any officer officer, director, consultant or employee of any of the Company or any Subsidiary thereofforegoing, (iiivii) that any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.23(a), whether or not set forth included as an exhibit to any Company Report or included in Section 3.23 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract,” and neither for purposes of Section 5.1 and the bringdown of Section 3.23(b) pursuant to Section 6.3, “Company nor Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretothis Agreement.

Certain Contracts. (a) Neither As of the Company date hereof, neither Umpqua nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Umpqua Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct on any line of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, Umpqua or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Company Subsidiaries Requisite Umpqua Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua; (v) (A) that relates to the incurrence of indebtedness by Umpqua or any portion of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the Company guarantee, support, assumption or endorsement by Umpqua or any of its Subsidiaries of, or any similar commitment by Umpqua or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Umpqua or any of its Subsidiaries, other than contracts entered into by Umpqua or its Subsidiaries is or would be conducted or in the ordinary course of business; (Bvi) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Umpqua or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $7,500,000 per annum other than any such contracts which are terminable by Umpqua or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by Umpqua or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Umpqua or any of its Subsidiaries; or (ix) that relates to the Company acquisition or disposition of any person, business or asset and under which Umpqua or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any Umpqua Benefit Plan), whether or not set forth in the Company Umpqua Disclosure Schedule, is referred to herein as a “Company Umpqua Contract,” ”. Umpqua has made available to Columbia true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Umpqua Contract by any in effect as of the other parties theretodate hereof.

Certain Contracts. (a) Neither the Company Orchard nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentDMGI, the CompanyOrchard, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of business by the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Orchard or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or other similar term providing preferential pricing the consummation of any of the transactions contemplated by this Agreement, or treatment to a party (other than the Company or its Subsidiaries) that is material to value of any of the Company or its Subsidiariesbenefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding to which the Orchard or any of the type described in this Section 5.13its Subsidiaries is a party or by which its assets or properties are bound, whether or not set forth in the Company Orchard Disclosure Schedule, is referred to herein as a an “Company Orchard Contract,” and neither to the Company Knowledge of the Orchard, there are not nor any of its Subsidiaries knows of, or has the Orchard received notice of, any violation violations of any Company Orchard Contract by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect in the Orchard.

Certain Contracts. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the SEC) SEC and that is to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ; (ivii) that contains (A) any a non-competition compete or exclusive dealing agreementclient or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any other agreement or obligation which purports line of business in any geographic area, or, to limit or restrictthe knowledge of Company, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger could restrict the ability of the CompanyParent, the Surviving Company Subsidiaries or the Final Surviving Corporation to conduct any of their respective businesses or, Subsidiaries to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or geographic area; (Biii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the obligates Company or any of its Subsidiaries or, following to conduct business on an exclusive or preferential basis with any third party or upon consummation of the TransactionMerger will obligate Parent, Parent the Surviving Company or its Subsidiariesany of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, to own, operate, sell, transfer, pledge or otherwise dispose in any case of any material assets or business, the preceding which is material; (viv) with or to a labor union or guild (including any collective bargaining agreement), ; (v) that pertains to a material joint venture or material partnership agreement; (vi) containing a “most favored nation” clause that is an indenture, credit agreement, loan agreement, guarantee or other similar term providing preferential pricing or treatment agreement relating to a party (other than the material indebtedness of Company or its Subsidiariesany Subsidiary, or of any third party for which Company or any Subsidiary is a guarantor or is otherwise liable; (vii) that requires Company or any Subsidiary to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is material to with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of Company or its Subsidiariesany Subsidiary; or (x) that would prevent, materially delay or materially impede Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.”

Certain Contracts. (a) Neither Except as disclosed on Section 3.13(a) of the Company Target Disclosure Schedule, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, Target, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Target or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Target SEC Reports filed prior to before the date hereof, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business by Target or, or any other agreement or obligation which purports to limit or restrictthe knowledge of Target, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to as a “Company Target Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Target Contract by any of the other parties thereto.

Certain Contracts. (a) Neither Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, plan, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, the Company, the Final Bank, the Surviving Corporation, the Surviving Bank, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains (A) any non-competition or exclusive dealing which is an agreement, or any other agreement or obligation which purports to limit or restrictnot otherwise described by clauses (i) through (iii) hereof, or following involving the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of payment by the Company or any of its Subsidiaries is or would be conducted or of more than $100,000 per annum, (Bv) which materially restricts the conduct of any agreement that grants any right line of first refusal or right of first offer or similar right or that limits or purports to limit the ability business of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause under which any of the benefits will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or treatment to a party the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (other than those plans, agreements or arrangements set forth in Section 3.11(a) of the Company or its Subsidiaries) that is material to the Company or its SubsidiariesDisclosure Schedule). Each contract, arrangement, plan, commitment or understanding of the type described in this Section 5.133.15(a), whether or not set forth in Section 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” "). The Company has made available to Buyer true, complete and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any each Company Contract by and any of the other parties theretoamendments or modifications thereof.

Certain Contracts. (a) Neither Except as set forth at Section 3.12 of the Company FICS Disclosure Schedule, neither FICS nor any Company FICS Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) ), except as contemplated by Article I, becoming due from ParentS1, the Company, the Final Surviving Corporation, FICS or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of the SEC) to be performed after the date of this Agreement that has not been filed business by FICS or incorporated by reference in the Company SEC Reports filed prior to the date hereofany FICS Subsidiary, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement) or (v) except as contemplated by Article I and as set forth on Section 3.12(a)(v) of the FICS Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Except as set forth at Section 3.12 of the FICS Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which FICS or any FICS Subsidiary is a party. Section 3.12(a) of the FICS Disclosure Schedule sets forth a list of all (vii) containing a “most favored nation” clause material contracts (as defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) of FICS and the FICS Subsidiaries and (ii) any other contract to which FICS or other similar term providing preferential pricing any FICS Subsidiary is obligated to pay $15,000 or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesmore in any annual period. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.12(a), whether or not set forth in Section 3.12(a) of the Company FICS Disclosure Schedule, is referred to herein as a “Company "FICS Contract,” " and neither the Company FICS nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoFICS Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company United Disclosure Schedule, as of the date hereof, neither United nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentRockville, United, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by United or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by United or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of United or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $200,000 per annum (other than any such contracts which are terminable by United or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company United Disclosure Schedule, is referred to herein as a “Company United Contract,” and neither the Company United nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on United.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company First Midwest Disclosure Schedule or as filed with or incorporated into any First Midwest Report filed prior to the date hereof, as of the date hereof, neither First Midwest nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any First Midwest Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct on any line of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, First Midwest or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Company Subsidiaries Requisite First Midwest Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First Midwest; (v) (A) that relates to the incurrence of indebtedness by First Midwest or any portion of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted or business), (B) that provides for the guarantee, support, assumption or endorsement by First Midwest or any agreement of its Subsidiaries of, or any similar commitment by First Midwest or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of First Midwest or any of its Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of First Midwest or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $5,000,000 per annum other than any such contracts which are terminable by First Midwest or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by First Midwest or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of First Midwest or any of its Subsidiaries; or (ix) that relates to the Company acquisition or disposition of any person, business or asset and under which First Midwest or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any First Midwest Benefit Plan), whether or not set forth in the Company First Midwest Disclosure Schedule, is referred to herein as a “Company First Midwest Contract,.” First Midwest has made available to Old National true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each First Midwest Contract by any in effect as of the other parties theretodate hereof.

Certain Contracts. (a) Neither Except as set forth in Section 4.13(a) of the Company Xxxxxxx Disclosure Schedule or as filed with or incorporated into any Xxxxxxx Report filed prior to the date hereof, as of the date hereof, neither Xxxxxxx nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) oral but excluding any Xxxxxxx Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct on any line of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, Xxxxxxx or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Company Subsidiaries Requisite Xxxxxxx Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Xxxxxxx; (v) (A) that relates to the incurrence of indebtedness by Xxxxxxx or any portion of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted or business), (B) that provides for the guarantee, support, assumption or endorsement by Xxxxxxx or any agreement of its Subsidiaries of, or any similar commitment by Xxxxxxx or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Xxxxxxx or any of its Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Xxxxxxx or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $5,000,000 per annum other than any such contracts which are terminable by Xxxxxxx or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by Xxxxxxx or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Xxxxxxx or any of its Subsidiaries; or (ix) that relates to the Company acquisition or disposition of any person, business or asset and under which Xxxxxxx or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.13(a) (excluding any Xxxxxxx Benefit Plan), whether or not set forth in the Company Xxxxxxx Disclosure Schedule, is referred to herein as a “Company Xxxxxxx Contract,” ”. Xxxxxxx has made available to Sterling true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Xxxxxxx Contract by any in effect as of the other parties theretodate hereof.

Certain Contracts. (a) Neither Except as set forth at Section 3.9(b) and Section 3.12(a) of the Company Target Disclosure Schedule, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentWAL, the Company, the Final Surviving CorporationTarget, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is which materially restricts the conduct of any line of business by Target or any of its Subsidiaries or limits Target’s freedom to compete in any geographic area or to use the name “Service1st Bank” or any variant thereof, or which requires Target or any of its Subsidiaries to make available investment opportunities to any person on 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 priority or incorporated by reference in the Company SEC Reports filed prior to the date hereofexclusive basis, (iv) that contains which relates to the incurrence of indebtedness (Aother than deposit liabilities and advances and loans from the FHLB San Francisco incurred in the ordinary course of business consistent with past practice) any non-competition or exclusive dealing agreement, by Target or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other agreement or obligation similar financing transactions, (v) which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company Target or any of its Subsidiaries orSubsidiaries, following consummation (vi) which limits the payments of the Transaction, Parent dividends by Target or any of its Subsidiaries, (vii) which relates to ownany joint venture, operatepartnership, selllimited liability company agreement or other similar agreement or arrangement, transferor to the formation, pledge creation or otherwise dispose operation, management or control of any material assets partnership or businessjoint venture with any third parties, (vviii) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $250,000 per annum (other than any such contracts which are terminable by Target or its applicable Subsidiary on 60 days or less notice without any required payment or other conditions (other than the condition of notice)), (ix) with or to a labor union or guild (including any collective bargaining agreement), (x) which is not of the type described in clauses (i) through (ix) above and which involved payments by, or to, Target or any of its Subsidiaries in the 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 more than $250,000 (other than (A) pursuant to Loans originated or purchased by Target and its Subsidiaries and deposits taken in the ordinary course of business consistent with past practice or (viB) containing a “most favored nation” clause any such contracts which are terminable by Target or its applicable Subsidiary on 60 days or less notice without any required payment or other similar term providing preferential pricing or treatment to a party conditions (other than the Company condition of notice)), (xi) except as set forth in Section 3.24 of the Target Disclosure Schedule, which relates to any material Scheduled IP (as defined in Section 3.24) or its Subsidiaries(xii) that is except as set forth on Section 3.12(a)(v) of the Target Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (xii), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Section 3.12(a) of the Target Disclosure Schedule sets forth a list of all material to the Company or contracts (as defined in Item 601(b)(10) of Regulation S-K) of Target and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.12(a), whether or not set forth in Section 3.12(a) of the Company Target Disclosure Schedule, is referred to herein as a “Company Target Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoTarget Contract.

Certain Contracts. (a) Neither Except as set forth in Schedule 3.16(a) of the Company Pamrapo Disclosure Schedules, neither Pamrapo nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, employees; (ii) which would entitle any present or former director, officer, employee or agent of Pamrapo or any of its Subsidiaries to indemnification from Pamrapo or any of its Subsidiaries; (iii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBCB, Pamrapo, Pamrapo Bank, the Company, the Final Surviving Corporation, Bank or any of their respective Subsidiaries or successors to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ; (iv) that contains which involves the annual payment of $25,000 or more; (Av) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any non-competition or exclusive dealing agreementsuch agreement with an individual, or $50,000 per annum, in the case of any other agreement or obligation such agreement; (vi) which purports to limit or restrict, or following materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all business by Pamrapo or any portion of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (other than this Agreement and the Company or its Subsidiaries is or would be conducted or Bank Merger Agreement); (Bix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Pamrapo or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, ; (vx) with respect to any material joint venture, partnership agreement or similar agreement; (xi) with respect to a labor union any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Pamrapo or guild its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $5,000,000; or (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any collective bargaining agreement)stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13Sections 3.16(a) and 3.16(c) hereof, whether or not is set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Company Pamrapo Disclosure ScheduleSchedules, is referred to herein as a “Company Pamrapo Contract,.” Pamrapo has previously delivered to BCB true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoeach Pamrapo Contract.

Certain Contracts. (a) Neither the Company DMGI nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentDMGI, the CompanyOrchard, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company DMGI or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement)) or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or other similar term providing preferential pricing the consummation of any of the transactions contemplated by this Agreement, or treatment to a party (other than the Company or its Subsidiaries) that is material value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. DMGI has previously made available to the Company Orchard true and correct copies of all employment and deferred compensation agreements which are in writing and to which DMGI or any of its SubsidiariesSubsidiaries is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13to which DMGI is a party or by which its properties or assets are bound, whether or not set forth in the Company DMGI Disclosure Schedule, is referred to herein as a “Company DMGI Contract,” and neither to the Company Knowledge of DMGI, there are not nor any of its Subsidiaries knows of, or has DMGI received notice of, any violation violations of any Company Contract the above by any DMGI Contract of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on DMGI.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company Target Disclosure Schedule, as of the date hereof, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (excluding any Target Benefit Plan) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Target or obligation which purports to limit any of its Subsidiaries or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessengage in such activities, (viii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that would solely as a result of consummation of the Merger, the Second Step Merger or the Bank Merger require the payment by Target, the Surviving Company, Parent or the Surviving Corporation or any Subsidiary thereof of amounts in excess of $500,000, (v) other than extensions of credit, other banking products offered by Target and its Subsidiaries, derivatives or the Target Leases, which creates future payment obligations of Target or any of its Subsidiaries in excess of $500,000 per annum and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, or (vi) containing a “most favored nation” clause that grants any right of first refusal, right of first offer or other similar term providing preferential pricing right with respect to any material assets, rights or treatment to a party (other than the Company properties of Target or its Subsidiaries) that is material to the Company or its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a) (excluding any Target Benefit Plan), whether or not set forth in the Company Target Disclosure Schedule, is referred to herein as a “Company Target Material Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, any default or any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Target.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees employees, independent contractors or consultants, consultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following affiliates or upon consummation of the Transaction, Parent Integrated Mergers will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or treatment stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries, (ix) that is material a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) which includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $100,000 or (xi) which involves aggregate payments or receipts by or to the Company or any of its SubsidiariesSubsidiaries in excess of $100,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any Subsidiary of the Company of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither To the knowledge of the Company, ‎Section 3.20 of the Company nor Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those (i) set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement or (ii) between the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand) to which the Company or any Subsidiary of the Company is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practicetheir respective businesses is conducted, (ii) any contract or agreement, other than agreements among the Company and/or its wholly owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $2 million or more, (iii) any employment agreement between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s officers and key employees, on the other hand, (iv) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporationdue, or the acceleration or vesting of any of their respective Subsidiaries right to any officer payment or employee of benefits, from the Company or any Subsidiary thereofof its Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (iiiv) that is a any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any unit option plan, unit appreciation rights plan, restricted unit plan or unit purchase plan) or (vi) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSEC other than contracts described in Items 601(b)(10)(iii)(A) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or and (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreementRegulation S-K), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13‎Section 3.20(a), whether or not set forth included as an exhibit to any Company Report or included in ‎Section 3.20 of the Company Disclosure ScheduleLetter, is referred to herein as a “Company Material Contract,” and neither for purposes of ‎Section 5.1 and the Company nor any bringdown of its Subsidiaries knows of‎Section 3.20(b) pursuant to ‎Section 6.3, or has received notice of, any violation of any Company Contract by any of the other parties thereto.“

Certain Contracts. (a) Neither Except as otherwise provided in this Agreement or as disclosed on Section 4.13(a) of the Company Vantage Disclosure Schedule, neither Vantage nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentVantage, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Vantage or any Subsidiary thereof, (iii) that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K of the SEC) Vantage to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business, or any other agreement or obligation the area in which purports such business is conducted, by Vantage or, to limit or restrictthe knowledge of Vantage, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Vantage Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any stockholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.13(a), whether or not set forth in the Company Vantage Disclosure Schedule, is referred to as a “Company Vantage Contract,” and neither the Company Vantage nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Vantage Contract by any of the other parties thereto.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a)(i) to the Company i3 Disclosure Schedule, neither i3 nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, consultants (other than in the ordinary course of business consistent with past practicestandard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentACE*COMM, i3, the Company, the Final Surviving Corporation, Corporation or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (viv) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material relating to the Company disposition or acquisition by i3 or any of its SubsidiariesSubsidiaries after the date of this Agreement of a material amount of assets. i3 has previously made available to ACE*COMM true, correct and complete copies of all employment, consulting and deferred compensation agreements to which i3 or any of its Subsidiaries is a party. Section 3.11 of the i3 Disclosure Schedule lists each material contract of i3 (as such term is defined in Item 601(b)(10) of Regulation S-K). Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.11(a) is referred to herein as an “i3 Contract,” and, whether or not except as set forth in on Section 3.11(a)(ii) of the Company i3 Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company i3 nor any of its Subsidiaries knows has received written notice of, or has received notice nor do any executive officers of such entities have any knowledge of, any violation of any Company Contract by any of the other parties theretoi3 Contract.

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

Certain Contracts. (a) Neither As of the Company date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Anchor Benefit Plan, (i) with respect to which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practiceSEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Anchor or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage in any line of business that is material to Anchor and its Subsidiaries, taken as a whole, (iii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming become due from ParentAnchor, AnchorBank, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofperson, (iv) that contains any of the benefits of which contract, arrangement, commitment or understanding (Aincluding any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any non-competition or exclusive dealing agreementwill be increased, or any other agreement the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichtransactions contemplated by this Agreement, or the localities in whichvalue of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, all (v) that relates to the incurrence of indebtedness by AnchorBank or any portion of the business of the Company or its Subsidiaries is (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or would be conducted or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (Bvi) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of Anchor or its Subsidiaries, taken as a whole or (vii) that limits is a consulting agreement or purports to limit data processing, software programming or licensing contract involving the ability payment of the Company more than $100,000 per annum (other than any such contracts which are terminable by AnchorBank or any of its Subsidiaries or, following consummation of the Transaction, Parent on sixty (60) days or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of less notice without any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause required payment or other similar term providing preferential pricing or treatment to a party (conditions, other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariescondition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13, whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company Anchor Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.”

Certain Contracts. (a) Neither Except for this Agreement, as of the date of this Agreement, neither the Company nor any Company Subsidiary of its subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) that contains any contract relating to indebtedness for borrowed money in excess of $100,000,000 or any guarantee thereof, (Aiii) any non-competition or exclusive dealing agreement, agreement or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any material portion of the business businesses of the Company or and its Subsidiaries affiliates (including, for purposes of this Section 4.1(p), Parent and its subsidiaries, assuming the Merger has taken place), taken as a whole, is or would be conducted or conducted, (Biv) any agreement that grants any right material contract providing for “most favored nation” status in favor of first refusal or right of first offer or similar right the counterparty or that limits requires the Company and its subsidiaries to conduct all or purports a material portion of their business on an exclusive basis with any third party that, in each case, following the Effective Time would impose such obligations on Parent or its affiliates (including, for purposes of this Section 4.1(p), the Company and its subsidiaries, assuming the Merger has taken place), (v) any contract with respect to limit the ability supply of data or data rights underlying any fixed income index product that contemplates payments by the Company or any of its Subsidiaries orsubsidiaries in excess of $5,000,000 in the aggregate for any calendar year, following consummation (vi) any contract that contemplates any revenue share or consulting fee or similar payment in respect of services performed by any person, or that relates to the development of, or any products of, any environmental, social and governance (or “ESG”) indices of the TransactionCompany and its subsidiaries, Parent in each case, contemplating payments by the Company or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose subsidiaries in excess of $3,000,000 for any material assets or businesscalendar year, (vvii) any contract with (A) any of the ten largest customers (by revenue) of the businesses of the Company and its subsidiaries during the twelve months ending February 29, 2020 to the extent such contract contemplates payments to the Company and its subsidiaries in excess of $500,000 in such period or (B) any of the ten largest suppliers (by cost) of the businesses of the Company and its subsidiaries during the twelve months ending December 31, 2019 to a labor union or guild (including any collective bargaining agreement)the extent such contract contemplates payments from the Company and its subsidiaries in excess of $500,000 in such period, or (viviii) containing a “most favored nation” clause any employment or other similar term providing preferential pricing or treatment to a party (severance Contract with an executive officer of the Company, other than any indemnification agreements entered into the ordinary course consistent with past practice (all contracts of the types described in clauses (i) through (viii), collectively, the “Company Material Contracts”). The Company has delivered or made available to Parent, prior to the date of this Agreement, true and complete copies of all the Company or its Subsidiaries) Material Contracts that is material exist as of the date of this Agreement and have not been filed as exhibits to the Company or its SubsidiariesFiled SEC Documents. Each contractCompany Material Contract is valid and binding on the Company (or, arrangement, commitment or understanding to the extent a subsidiary of the type described Company is a party, such subsidiary), and, to the knowledge of the Company, each other person party thereto, and is in this Section 5.13full force and effect (subject to the Enforceability Exceptions), whether and the Company and each subsidiary of the Company, as applicable, have in all material respects performed all obligations required to be performed by them under each Company Material Contract, except where such noncompliance, individually or not set forth in the Company Disclosure Scheduleaggregate, is referred would not reasonably be expected to as have a “Company Contract,” and neither Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries knows subsidiaries has knowledge of, or has received written notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract except where such violation or default would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract by any of where such default would reasonably be expected to have, individually or in the other parties theretoaggregate, a Material Adverse Effect on the Company.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Xxxxxx Valley Disclosure Schedule, as of the date hereof, neither Xxxxxx Valley nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentSterling, Xxxxxx Valley, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Xxxxxx Valley or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or treatment stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by Xxxxxx Valley or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Xxxxxx Valley or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $250,000 per annum (other than any such contracts which are terminable by Xxxxxx Valley or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Xxxxxx Valley Disclosure Schedule, is referred to herein as a “Company Xxxxxx Valley Contract,” and neither the Company Xxxxxx Valley nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Xxxxxx Valley.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company Rockville Disclosure Schedule, as of the date hereof, neither Rockville nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentRockville, United, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Rockville or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by Rockville or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Rockville or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $200,000 per annum (other than any such contracts which are terminable by Rockville or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Rockville Disclosure Schedule, is referred to herein as a “Company Rockville Contract,” and neither the Company Rockville nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Rockville.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a)(i) to the Company i3 Disclosure Schedule, neither i3 nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, consultants (other than in the ordinary course of business consistent with past practicestandard offer letters which provide for no more than at-will employment), (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentACE*COMM, i3, the Company, the Final Surviving Corporation, Corporation or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), (iv) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (viv) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material relating to the Company disposition or acquisition by i3 or any of its SubsidiariesSubsidiaries after the date of this Agreement of a material amount of assets. i3 has previously made available to ACE*COMM true, correct and 11 complete copies of all employment, consulting and deferred compensation agreements to which i3 or any of its Subsidiaries is a party. Section 3.11 of the i3 Disclosure Schedule lists each material contract of i3 (as such term is defined in Item 601(b)(10) of Regulation S-K). Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.11(a) is referred to herein as an “i3 Contract,” and, whether or not except as set forth in on Section 3.11(a)(ii) of the Company i3 Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company i3 nor any of its Subsidiaries knows has received written notice of, or has received notice nor do any executive officers of such entities have any knowledge of, any violation of any Company Contract by any of the other parties theretoi3 Contract.

Certain Contracts. (a) Neither Except as Previously Disclosed, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or orala) (i) as of the date hereof, with respect to the employment employment, termination or compensation of any directors, executive officers, key employees or consultants, material consultants (other than in the ordinary course oral contracts of business consistent with past practiceemployment at will which may be terminated without penalty), (iib) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports filed prior Reports, (c) which contains any material non-compete or exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the date hereofCompany or any of its affiliates or which restricts the conduct of any business by the Company or any of its affiliates or any geographic area in which the Company or any of its affiliates may conduct business or requires exclusive referrals of any business, (ivd) that contains except as contemplated by Article I hereof or as set forth in Section 3.11 of the Company Disclosure Schedule (Aincluding any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any non-competition or exclusive dealing agreementof the benefits of which will be increased, or the funding, vesting or payment of the benefits of which will be accelerated, by the occurrence of any other agreement or obligation which purports to limit or restrictof the transactions contemplated by this Agreement, or following the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or (e) which would prohibit or materially delay the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries Merger or the Final Surviving Corporation Offer. The Company has previously made available to conduct their respective businesses orParent true and correct copies of all employment, termination and compensation agreements (including deferred compensation) with executive officers, key employees or material consultants which are in writing and to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of which the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to is a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a “Company Contract,” "COMPANY CONTRACT", and neither the Company nor any of its Subsidiaries knows has Knowledge of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company nor any Company Subsidiary South Sound Bank Disclosure Schedule, as of the date hereof, South Sound Bank is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, South Sound Bank shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentTimberland, Timberland Bank, South Sound Bank or the Company, the Final Surviving Corporation, or any of their respective Subsidiaries Bank to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by South Sound Bank or obligation which purports any of its affiliates or their respective ability to limit or restrictengage, employ, or following provide products and services to, any person, or upon consummation of the Merger will restrict the ability of the Surviving Bank or any of its affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any South Sound Bank Benefit Plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, South Sound Bank shareholder approval of this Agreement or the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichMerger, or the localities in which, all or value of any portion of the business benefits of which will be calculated on the basis of any of the Company or its Subsidiaries is or would be conducted or transactions contemplated by this Agreement, (Bvii) that relates to the incurrence of indebtedness by South Sound Bank (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of South Sound Bank, (ix) that limits involves the payment by South Sound Bank of more than $10,000 per annum or purports $25,000 in the aggregate (other than any such contracts which are terminable by South Sound Bank on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to limit the ability leasing of real property, (xi) that obligates South Sound Bank to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on South Sound Bank in connection with sale of loans or loan participations (other than as a result of the Company breach of customary representations, warranties or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company South Sound Bank Disclosure Schedule, is referred to herein as a “Company "South Sound Bank Contract,” " and neither the Company nor any of its Subsidiaries knows South Sound Bank does not know of, or and has not received notice of, any material violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither the Company Radian nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMGIC, Radian, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofRadian Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by Radian or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent or its Subsidiaries, Merger will materially restrict the ability of the Surviving Corporation to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, or (vii) any Radian Reinsurance Contract (as defined in Section 3.14(b)), other than captive mortgage reinsurance contracts, where the Company amount of risk ceded as of December 31, 2006 exceeds $250 million. Radian has previously made available to MGIC true and correct copies of all employment and deferred compensation agreements which are in writing and to which Radian or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Radian Disclosure Schedule, is referred to herein as a “Company Radian Contract,” and neither the Company Radian nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Radian.

Certain Contracts. (a) Neither Except for contracts, arrangements, commitments or understandings related to deposits, loans or other extensions of credit, and except as disclosed in Section 4.14(a) of the Company Target Disclosure Schedule, neither Target nor any Company Subsidiary of the Target Subsidiaries is a party to or bound by any legally binding written contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than, in the case of employees that are not officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentTarget, Acquiror, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by Target or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a banking corporation may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing that would solely as a “most favored nation” clause result of consummation of the Merger require the payment by Target or other similar term providing preferential pricing the Surviving Corporation of amounts in excess of $50,000 individually or treatment to a party $250,000 in the aggregate, or (other than vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the Company benefits under which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits under which will be accelerated, by the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to herein as a “Company Target Material Contract,” ”, and neither the Company Target nor any of its the Target Subsidiaries knows has knowledge of, or has received notice of, default or any violation of any Company Contract the above by any of the other parties theretothereto which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target. Target has delivered or made available to Parent a complete and accurate copy of each written Target Material Contract and all amendments or modifications to each Target Material Contract.

Certain Contracts. (a) Neither the Company PENSAT nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentCDXX, PENSAT, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofPENSAT Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by PENSAT or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich Pensat may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause except as disclosed on Exhibit 3.13, (including any stock warrant plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesstock purchase plan) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding any of the type described in Benefits of which will be increased, or the vesting of the Benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company Agreement. Neither PENSAT nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, either individually or in the aggregate, will have a Material Adverse Effect on PENSAT.

Certain Contracts. Each contract, arrangement, commitment or understanding (awhether written or oral) Neither which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth in Section 4.14(a) of the First Financial Disclosure Schedule or as filed by First Financial with the SEC, as of the date hereof, neither First Financial nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, First Financial, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which restricts First Financial’s ability to compete or contains a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed client or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by First Financial or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of TABLE OF CONTENTS any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (vi) containing a “most favored nation” clause that relates to the incurrence of indebtedness by First Financial or other similar term providing preferential pricing or treatment to a party any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1,000,000 or its Subsidiaries) that is material to the Company or its Subsidiariesmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First Financial Disclosure ScheduleSchedule or filed by First Financial with the SEC, is referred to herein as a “Company First Financial Contract,” and neither the Company First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Financial.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company nor any Disclosure Schedule, the Company Subsidiary is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in (x) any payment or benefits (whether of severance pay or otherwise) becoming due due, or any increase in the amount of or acceleration or vesting of any rights to any payment or benefits, from ParentBuyer, the Company, the Final Surviving Corporation, Company or any of their respective Subsidiaries to any officer director, officer, employee or employee consultant thereof or (y) the invalidity, unenforceability or discontinuation of the Company any such contract, arrangement, commitment or any Subsidiary thereofunderstanding, whether in whole or in part, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofof this Agreement, (iv) that contains which is not terminable without cause on 60 days or less notice or involves the payment of more than $100,000 per annum, (Av) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following limits the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability freedom of the Company or any of its Subsidiaries oraffiliates to compete in any line of business, following consummation in any geographic area or with any person, or which requires referrals of business or requires the Transaction, Parent Company or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge offer products or otherwise dispose services of any material assets other person on a priority or business, (v) with or to a labor union or guild (including any collective bargaining agreement)exclusive basis, or (vi) containing a “most favored nation” clause with Korea Exchange Bank or any of its other similar term providing preferential pricing affiliates or treatment to a party any directors or officers thereof (other than the Company any such contract, arrangement, commitment or its Subsidiaries) understanding that is material will be terminated at or prior to the Company Closing without any cost or its Subsidiariesliability to the Company). Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” ." The Company has made available to Buyer (x) all Company Contracts and neither (y) all other contracts (including all lease, rental or occupancy agreements or other contracts affecting or relating to the ownership or use of any real or personal property; all agreements for the purchase or sale of Loans (as hereinafter defined) on a wholesale or bulk basis and all consulting agreements with outside consultants) which involved payments by the Company nor in fiscal year 2003 of more than $100,000 or which could reasonably be expected to involve payments during fiscal year 2004 of more than $100,000, other than any such contract that is terminable at will on 60 days or less notice without payment of its Subsidiaries knows of, a penalty in excess of $100,000 and other than any contract entered into on or has received notice of, any violation after the date hereof that is permitted under the provisions of any Company Contract by any of the other parties theretoSection 6.1.

Certain Contracts. (a) Neither Hiway nor the Company nor any Company Hiway Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Hiway or any of their respective Subsidiaries its Subsidiary to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereofHiway, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement)) or (v) (including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Hiway has previously made available to Best true and correct copies of all employment and deferred compensation agreements which are in writing and to which Hiway or the Hiway Subsidiary is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each executory contract, arrangement, commitment or understanding of the type described in this Section 5.134.13(a), whether or not set forth in the Company Hiway Disclosure Schedule, is referred to in this Agreement as a “Company "Hiway Contract,” ", and neither Hiway nor the Company nor any of its Subsidiaries Hiway Subsidiary knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, either individually or in the aggregate, would have a Material Adverse Effect on Hiway.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a), Section 3.11(l) or Section 3.14(a) of the Company Anchor Disclosure Schedule, as of the date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFS Bancorp, Anchor, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Anchor or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Anchor Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Anchor or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Anchor or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Anchor or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Anchor or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Anchor or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Anchor or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company "Anchor Contract,” " and neither the Company Anchor nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither As of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Merger will so restrict the ability of the Surviving Corporation or any of its Subsidiaries, Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessengage in such activities, (viii) with or to a labor union or guild (including any collective bargaining agreement), (iv) other than extensions of credit, other banking products offered by the Company and its Subsidiaries or derivatives, which creates future payment obligations in excess of $100,000 and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, or (viiv) containing a “most favored nation” clause that grants any right of first refusal, right of first offer or other similar term providing preferential pricing right with respect to any material assets, rights or treatment to a party (other than properties of the Company or its Subsidiaries) that is material to the Company or its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. The Company Disclosure Schedule sets forth a true and complete list of all third-party consents or waivers required to be obtained so as not to be in default under any Company Contract as a result of the execution of this Agreement or the completion of the Merger or the Bank Merger.

Certain Contracts. (a) Neither 4.11.1. Except as disclosed on Section 4.11.1 of the Company nor any Company Subsidiary NCB Disclosure Schedule, NCB is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHoldco, NCB, the Company, the Final Surviving CorporationResulting Institution, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary NCB thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) materially restricts the conduct of Regulation S-K any line of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior NCB or, to the date hereofknowledge of NCB, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect Bank Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation Resulting Institution to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) including any stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that which is material to the Company or its Subsidiariesotherwise material. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.11.1, whether or not set forth in the Company NCB Disclosure Schedule, is referred to as a an “Company NCB Contract,” and neither the Company nor any of its Subsidiaries knows NCB does not know of, or and has not received notice of, any material violation of any Company NCB Contract by any of the other parties thereto.

Certain Contracts. (a) Neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oralother than those imposed by Law) (i) with respect to the employment of any directors, officersexecutive officers or key employees, employees or consultantswith any individuals who are consultants or independent directors involving the payment of $150,000 or more per annum (in each case, other than in those that are terminable by the ordinary course of business consistent with past practiceCompany or a Company Subsidiary without cost or penalty upon 60 or fewer days’ notice), (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed as an exhibit to or incorporated by reference in the Company SEC Reports filed prior to the date hereofDocuments, (iviii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, limits in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit way the ability of the Company or any Company Subsidiary to compete in any line of its Subsidiaries orbusiness, following consummation of the Transaction, Parent in any geographic area or its Subsidiaries, to own, operate, sell, transfer, pledge with any person or otherwise dispose which requires referrals of any material assets business or businessrequires the Company or any of its affiliates to make available investment opportunities to any person on a priority, equal or exclusive basis, (iv) that is a collective bargaining agreement or similar agreement, (v) with or to a labor union or guild (including any collective bargaining agreement)of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) containing a “most favored nation” clause for the distribution or other similar term providing preferential pricing or treatment to a party (other than resale of the products of the Company or its Subsidiaries) any Company Subsidiary that is material to commits the Company or its Subsidiariesany Company Subsidiary for more than one year after the Closing Date and involves the payment of more than $500,000 per year in any one case, (vii) with respect to indebtedness for borrowed money, including letters of credit, guaranties, indentures, swaps and similar agreements, in excess of $100,000 in any one case, and (viii) with respect to capital expenditures or commitments for such expenditures in excess of $100,000 in any one case that are not provided for in the capital expenditures plan provided by the Company to Parent prior to the date of this Agreement. The Company has previously made available to Parent complete and accurate copies of all Company Contracts (as defined below), to the extent they are evidenced by documents. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.1(u), whether or not set forth in on the Company Disclosure ScheduleLetter, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows has no knowledge of, or and has not received written notice of, any violation of any of the Company Contract Contracts by any of the other parties theretothereto which violation still exists, except such violations as would not, individually or in the aggregate, have or result in a material adverse effect on the Company. All contracts, agreements or arrangements of any kind (other than those relating to compensation and benefits of such affiliates in their capacities (as applicable) as directors or officers of the Company or a Company Subsidiary) between any affiliate of the Company (other than any Company Subsidiary), on the one hand, and the Company or any Company Subsidiary, on the other hand, are on terms no less favorable to the Company or to such Company Subsidiary than would be obtained with an unaffiliated third party on an arm’s-length basis.

Certain Contracts. (a) Neither Except as set forth at Section 3.13(a) of the Company Disclosure Schedules, neither Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) which materially restricts the conduct of Regulation S-K any line of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Company Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement), or (viv) containing a “most favored nation” any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (v), any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing or treatment to a party (other than stock purchase plan). Except as set forth at Section 3.13(a) of the Company Disclosure Schedules, there are no employment, consulting and deferred compensation agreements to which Company or any of its SubsidiariesSubsidiaries is a party. Section 3.13(a) that is material to of the Company Disclosure Schedules sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Company or its any of the Company Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in Section 3.13(a) of the Company Disclosure ScheduleSchedules, is referred to herein as a “Company Contract,” and neither the Company nor any of its the Company Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoContract.

Certain Contracts. (a) Neither As of the Company nor date hereof, none of GlobespanVirata or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that contains (Aii) any non-competition or exclusive dealing agreement, agreement or any other agreement or obligation which purports arrangement that limits or otherwise restricts GlobespanVirata or any of its Subsidiaries or any of their respective affiliates or any successor thereto, or that would, after the Effective Time, to the Knowledge of GlobespanVirata, limit or restrictrestrict Conexant or any of its Subsidiaries or any of their respective affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area, which agreement or arrangement would reasonably be expected to have a Material Adverse Effect on Conexant and its Subsidiaries, after giving effect to the Merger, (iii) any employee benefit plan, employee contract with a senior executive or any other material contract, any of the benefits of which will be increased, or following the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or (iv) any Contract which would prohibit or materially delay the consummation of the Transaction would purport to limit Merger or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner transactions contemplated by this Agreement. All "material contracts" (as defined in which, or the localities clause (i) above) set forth in which, all or any portion Section 3.1(p) of the business GlobespanVirata Disclosure Schedule are valid and binding on GlobespanVirata and its Subsidiaries, as applicable, and in full force and effect except to the extent they have previously expired in accordance with their terms or if the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GlobespanVirata and its Subsidiaries. None of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company GlobespanVirata or any of its Subsidiaries or, following consummation to the Knowledge of the TransactionGlobespanVirata, Parent any other party thereto has violated any provision of, or its Subsidiaries, committed or failed to own, operate, sell, transfer, pledge or otherwise dispose of perform any material assets or business, (v) act which with or to without notice, lapse of time or both would constitute a labor union or guild default under the provisions of, any "material contract" (including any collective bargaining agreement), or as defined in clause (vii) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesabove) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in Section 3.1(p) of the Company GlobespanVirata Disclosure Schedule, is referred except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to as have a “Company Contract,” Material Adverse Effect on GlobespanVirata and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoSubsidiaries.

Certain Contracts. (a) Neither Except as set forth in Section 3.14 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or orala) (i) as of the date hereof, with respect to the employment of any directors, executive officers, key employees or consultants, material consultants (other than in the ordinary course oral contracts of business consistent with past practiceemployment at will), (iib) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (ivc) that which contains (A) any material non-competition compete or exclusive dealing agreement, exclusivity provisions with respect to any business or any other agreement or obligation geographic area in which purports business is conducted with respect to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of or which restricts the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose conduct of any material assets business by the Company or any of its Subsidiaries or any geographic area in which the Company or any of its Subsidiaries may conduct business or requires exclusive referrals of any business, (vd) with or to a labor union or guild (including any collective bargaining agreement), (e) except as contemplated by Article I hereof or as set forth in Section 3.11(d) of the Company Disclosure Schedule (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or (vif) containing a “most favored nation” clause which would prohibit or other similar term providing preferential pricing materially delay the consummation of the Merger or treatment any of the transactions contemplated by this Agreement. The Company has previously made available to a party (other than Parent true and correct copies of all employment and deferred compensation agreements with executive officers, key employees or material consultants which are in writing and to which the Company or any of its Subsidiaries) that Subsidiaries is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” ", and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither Except as set forth in Section 3.11(a), Section 3.11(l) or Section 3.14(a) of the Company Anchor Disclosure Schedule, as of the date hereof, neither Anchor nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentWashington Federal, Anchor, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Anchor or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Anchor Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Anchor shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Anchor or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Anchor or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Anchor or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Anchor or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates Anchor or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on Anchor or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Anchor Disclosure Schedule, is referred to herein as a “Company "Anchor Contract,” " and neither the Company Anchor nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither Except as disclosed in Section 4.11(a) of the Company CAVB Disclosure Schedule, neither CAVB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentCAVB, PNFP, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofCAVB Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by CAVB or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. CAVB has previously made available to PNFP true and correct copies of all employment and deferred compensation agreements which are in writing and to which CAVB is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.CAVB

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company TIG Disclosure Schedule, as of the date hereof, neither TIG nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement Agreement, TIG Shareholder Approval or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBayCom, TIG, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by TIG or obligation which purports any of its Subsidiaries or affiliates or their respective ability to limit or restrictengage, employ, or following the provide products and services to, any person, or upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to do so, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any TIG Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, TIG Shareholder Approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by TIG or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of TIG or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by TIG or any of its Subsidiaries orof more than $15,000 per annum or $50,000 in the aggregate (other than any such contracts which are terminable by TIG or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, following consummation other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates TIG or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis, (xii) that imposes potential recourse obligations on TIG or any of its Subsidiaries in connection with sale of loans or loan participations (other than as a result of the Transactionbreach of customary representations, Parent warranties or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesscovenants), (vxiii) with or to a labor union or guild (including any collective bargaining agreement)for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company TIG Disclosure Schedule, is referred to herein as a “Company TIG Contract,” and neither the Company TIG nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto.

Certain Contracts. (a) Neither Except for those agreements and other documents filed as exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto, or as set forth in Section 3.13(a) of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practiceSEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of Parent or any of its Subsidiaries to engage in any line of business in any jurisdiction, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) which, upon the execution or delivery of this Agreement or consummation or Agreement, stockholder approval of the Merger or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from the Company, Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (v) including any Company Benefit Plans, pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution or delivery of this Agreement, stockholder approval of the Merger or the consummation of any of the transactions contemplated by this Agreement, or the value of any of benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) that relates to the incurrence of indebtedness by the Company or any Subsidiary thereofof its Subsidiaries, or the guaranty of indebtedness of others (other than deposit liabilities, letters of credit, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount of $5,000,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (iiivii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties that are material to the Company or its Subsidiaries, taken as a whole, (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viii) that involves the payment by the Company or any of its Subsidiaries of more than $2,000,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than ISDA, master repurchase, mortgage servicing rights purchase and master repurchase contracts entered into in the ordinary course of business, (ix) that is a “material consulting agreement, data processing, software programming or licensing contract” (as such , involving the payment of more than $10,000,000 over the remaining term is defined in Item 601(b)(10) of Regulation S-K of the SECagreement (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that imposes a material economic obligation on the Company or any of its Subsidiaries to be performed conduct business with a third party on an exclusive or preferential basis, (xi) any merger agreement, asset purchase agreement, stock purchase agreement or similar agreement that has indemnification, earn-out or other obligations that continue after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is are material to the Company or and its Subsidiaries, taken as a whole, or (xii) that provides for contractual indemnification to any director, officer or employee. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any Company Benefit Plan), whether or not filed with the SEC or set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto”.

Certain Contracts. (a) Neither Except for contracts, arrangements, commitments or understandings relating to loans or other extensions of credit, and except as disclosed in Section 4.14(a) of the Company Target Disclosure Schedule, neither Target nor any Company the Target Subsidiary is a party to or bound by any legally binding written contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers or employees other than, in the case of employees that are not officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentTarget, the CompanyTarget Subsidiary, Acquiror, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which would be 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 with or incorporated by reference in the Company SEC Reports filed prior to the date hereofTarget Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by Target or exclusive dealing agreement, the Target Subsidiary or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation to engage in any line of the Transaction, Parent business in which a bank holding company or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessa banking corporation may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing that would solely as a “most favored nation” clause result of consummation of the Merger require the payment by Target or other similar term providing preferential pricing the Surviving Corporation or treatment to a party any Subsidiary thereof of amounts in excess of $75,000 individually or $350,000 in the aggregate, or (other than vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the Company benefits under which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits under which will be accelerated, by the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to herein as a “Company Target Material Contract,” ”, and neither Target nor the Company nor any of its Subsidiaries knows Target Subsidiary has knowledge of, or has received notice of, any default or any violation of any Company Contract the above by any of the other parties theretothereto which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target. Target has delivered or made available to Acquiror a complete and accurate copy of each written Target Material Contract and all amendments or modifications to each Target Material Contract.

Certain Contracts. (a) Neither Except as set forth in Schedule 3.11(a) hereto, neither the ---------------- Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directorsdirector, officersofficer or employee, employees or consultants, other than in with respect to the ordinary course employment of business consistent with past practiceany consultant which cannot be terminated without payment, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Company or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereofthereof which amounts are specifically quantified in Schedule 3.11(a), (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the Securities and Exchange Commission) ("SEC") to be performed after the date of this Agreement that has not otherwise been filed or incorporated by reference disclosed in the Company SEC Reports filed prior writing to the date hereofParent, (iv) that contains (A) any non-competition which is a consulting or exclusive dealing agreement, or any other agreement (including agreements entered into in the ordinary course and data processing, software programming and licensing contracts) not terminable on ninety (90) days or obligation less notice, (v) which purports to limit or restrict, or following restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, which restriction is specifically referred to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessin such Schedule 3.11(a), (vvi) with or to a labor union or guild (including any collective bargaining agreement), or (vivii) containing a “most favored nation” clause any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, any of which are specifically quantified on Schedule 3.11(a)(vii). Other than as specifically set forth herein, no benefits under any of such plans will be increased, or the vesting of the benefits of which, will be accelerated by the occurrence of any of the transactions contemplated by this Agreement. The Company has previously delivered to a party (other than Parent true and complete copies of all employment, consulting and deferred compensation agreements which are in writing and to which the Company or its Subsidiaries) that is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, section is referred to herein as a “"Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto".

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentPurchaser, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which restricts Company’s ability to compete or contains (A) any a client or customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrictprovision, in each case, that materially restricts the conduct of any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the by Company or any of its Subsidiaries or, following affiliates or upon consummation of the Transaction, Parent Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause any of the benefits of which contract, arrangement, commitment or other similar term providing preferential pricing understanding (not including any stock option plan, stock appreciation rights plan, restricted stock plan, performance share unit plan, stock purchase plan, and related agreements, all of which are listed on Section 3.2(a) of the Company Disclosure Schedule) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Company or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum (other than any such contracts which are terminable by Company or any of its SubsidiariesSubsidiaries on sixty (60) calendar days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would 000-0000-0000/10/AMERICAS reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Company.

Certain Contracts. (a) Neither the Company Professionals Group nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentPPTF, the CompanyProfessionals Group, the Final Surviving CorporationPICOM, or INSCX, xx any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofProfessionals Group Reports, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following materially restricts the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessline of business by Professionals Group, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Professionals Group has previously made available to PPTF true and correct copies of all employment and deferred compensation agreements which are in writing and to which Professionals Group or any of its Subsidiaries is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Professionals Group Disclosure Schedule, is referred to in this Agreement as a “Company "Professionals Group Contract,” ", and neither the Company Professionals Group nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, either individually or in the aggregate, would have a Material Adverse Effect on Professionals Group.