Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (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 SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither NCBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CCB, NCBC, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 NCBC Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries NCBC or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . NCBC has previously made available to CCB true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which NCBC is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB NCBC Disclosure Schedule, is referred to herein as a “SCB "NCBC Contract”. SCB ", and neither NCBC nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on NCBC.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither CCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CCB, NCBC, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 CCB Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries CCB or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . CCB has previously made available to NCBC true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which CCB is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB CCB Disclosure Schedule, is referred to herein as a “SCB "CCB Contract”. SCB ", and neither CCB nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CCB.

Certain Contracts. (a) Except as set forth in Section 6.13(a5.13(a) of the SCB CBC Disclosure Schedule or as filed with or incorporated into any SCB CBC Report filed prior to the date hereof, as of the date hereof, neither SCB CBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB CBC Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB CBC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (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 SCB CBC Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBCBC; (v) (A) that relates to the incurrence of indebtedness by SCB CBC or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB CBC or any of its Subsidiaries of, or any similar commitment by SCB CBC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB CBC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB CBC or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB CBC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB CBC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB CBC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB CBC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a5.13(a) (excluding any SCB CBC Benefit Plan), whether or not set forth in the SCB CBC Disclosure Schedule, is referred to herein as a “SCB CBC Contract”. SCB .” CBC has made available to CBC SCB true, correct and complete copies of each SCB CBC Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofDisclosed, neither SCB UCB nor any of its Subsidiaries UCB Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument relating to the conduct on any line borrowing of business money by SCB UCB or any UCB Subsidiary or the guarantee by UCB or any UCB Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by UCB or any UCB Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the terms of which are materially altered, upon consummation the occurrence of a transaction involving UCB of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving 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; SNC Option Agreement, (iv) any contract, agreement or understanding with a labor union, in each case whether written or oral, or (v) any agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right of cancellation or termination will arise as a result thereof, the SNC Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the SNC Option Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contractagreement, arrangement, arrangement and commitment or understanding of the type described in Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereofeffect.

Certain Contracts. (a) Except as set forth in Section 6.13(a3.13(a) of the SCB Sterling Disclosure Schedule or as filed with or incorporated into any SCB Sterling Report filed prior to the date hereof, as of the date hereof, neither SCB Sterling nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Sterling Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Sterling or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates 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 SCB Shareholder Approval Requisite Sterling Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBSterling; (v) (A) that relates to the incurrence of indebtedness by SCB Sterling or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Sterling or any of its Subsidiaries of, or any similar commitment by SCB Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Sterling or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Sterling or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB Sterling or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Sterling or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a3.13(a) (excluding any SCB Sterling Benefit Plan), whether or not set forth in the SCB Sterling Disclosure Schedule, is referred to herein as a “SCB Sterling Contract”. SCB .” Sterling has made available to CBC Xxxxxxx true, correct and complete copies of each SCB Sterling Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth Neither Republic nor any Republic Subsidiary is a party to, is bound or affected by, or receives benefits under (i) except for this Agreement, any agreement, arrangement or commitment, written or oral, the default of which has had or would be reasonably likely to have a Material Adverse Effect, whether or not made in Section 6.13(a) the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to banking business), outstanding on the date hereof, as or any agreement restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument, written or oral, outstanding on the date hereof, neither SCB nor relating to the borrowing of money by Republic or any Republic Subsidiary or the guarantee by Republic or any Republic Subsidiary of its Subsidiaries is a party any such obligation, which cannot be terminated within less than 30 days after the Closing Date by Republic or any Republic Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or bound by Federal Reserve Bank advances), (iii) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral but excluding oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any SCB Benefit Plan): present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Republic or any Republic Subsidiary (i) without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K transaction involving Republic of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions nature contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Agreement, 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 agreement or plan, written or oral, including any stock option plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, 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, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contractagreement, arrangement, commitment or understanding of the type described in commitment, indenture and plan Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereofhereof valid and binding on Republic or its applicable Subsidiary and, to the knowledge of Republic, against the other parties thereto.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Xxxxx Fargo nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon 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 (whether of severance pay or otherwise) becoming due from Xxxxx Fargo, Norwest, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Xxxxx Fargo Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Xxxxx Fargo or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any stockholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . Xxxxx Fargo has previously made available to Norwest true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Xxxxx Fargo is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB Xxxxx Fargo Disclosure Schedule, is referred to herein as a “SCB "Xxxxx Fargo Contract”. SCB ", and neither Xxxxx Fargo nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Xxxxx Fargo.

Certain Contracts. (a) Except as set forth otherwise provided in this Agreement or as disclosed on Section 6.13(a3.13(a) of the SCB Yadkin Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Yadkin nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which is a “material contract” (as such term is defined with respect to the employment of any directors, officers, employees, consultants, independent contractors or other service providers other than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC); business consistent with past practice, (ii) which contains a provision that materially restricts the conduct on any line that, upon execution of business by SCB this Agreement or any of its Subsidiaries consummation or upon consummation 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 Yadkin, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other service provider of Yadkin or any Subsidiary thereof, (iii) that is a contract material to the business of Yadkin to be performed after the date of this Agreement, (iv) that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Yadkin or, to the knowledge of Yadkin, upon consummation of the Mergers will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) including any labor organization; (iv) stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt the occurrence of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.13(a), whether or not set forth in the SCB Yadkin Disclosure Schedule, is referred to herein as a “SCB Yadkin Contract”. SCB ,” and neither Yadkin nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies any material violation of each SCB any Yadkin Contract in effect as by any of the date hereofother parties thereto.

Certain Contracts. (a) Except as set forth in at Section 6.13(a3.12(a) of the SCB Nutmeg Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB nor any of its Subsidiaries Nutmeg is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will materially restrict (either alone or upon the ability occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from NewMil, Nutmeg, New Milford Savings Bank, the Surviving Corporation Bank or any of its Affiliates NewMil's Subsidiaries to engage in any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Nutmeg, (iv) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (v) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or under which a right of cancellation or termination will arise as a result thereofthe Option Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase the Bank Merger Agreement or acceleration the Option Agreement. Nutmeg has previously delivered to NewMil true, correct and complete copies of benefits or obligationsall employment, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale consulting and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that Nutmeg is a settlement, consent or similar agreement and contains any party. Section 3.12(a) of the Nutmeg Disclosure Schedule sets forth a list of all material continuing obligations contracts (as defined in Item 601(b)(10) of SCB or any Regulation S-K) of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityNutmeg. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB Nutmeg Disclosure Schedule, is referred to herein as a “SCB "Nutmeg Contract”. SCB ," and Nutmeg has made available to CBC truenot received notice of, correct and complete copies nor do any of each SCB Contract in effect as its executive officers know of, any violation of the date hereofany Nutmeg Contract.

Certain Contracts. (a) Except as set forth in at Section 6.13(a) 3.12 of the SCB Empire Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Empire nor any of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement or the Institution Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether severance, change of control or otherwise) becoming due from Sterling, Empire or any of their Subsidiaries, to any director, officer or employee thereof, (iii) which materially restrict restricts the ability conduct of the Surviving Corporation any line of business by Empire or any of its Affiliates Subsidiaries, (iv) with or to engage in any line of business a labor union or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or similar agreement with any labor organization; (ivstock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or (vi) that is material and is not made in the aggregateordinary course of business or pursuant to which Empire or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any entity, reasonably be expected to have a Material Adverse Effect on SCB; (vvii) (A) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to the incurrence borrowings of indebtedness money (or guarantees thereof by SCB Empire, or any of its Subsidiaries), including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), or (Bviii) that provides for is a lease or similar arrangement with annual rental payments of $10,000 or more. Section 3.12(a) of the guaranteeEmpire Disclosure Schedule sets forth true, supportcorrect and complete copies of all employment, assumption or endorsement by SCB consulting and deferred compensation agreements to which Empire or any of its Subsidiaries ofis a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Empire Stock Option Plan, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness constitute a violation of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 Laws or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect give rise to liability to any option holder. Section 3.12(a) of the Empire Disclosure Schedule sets forth a list of all material assets, rights or properties contracts (as defined in Item 601(b)(10) of SCB or its Subsidiaries, taken as a whole; (viiRegulation S-K) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityEmpire. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB Empire Disclosure Schedule, is referred to herein as a “SCB an "Empire Contract”. SCB ," and neither Empire nor any of its Subsidiaries has made available to CBC truereceived notice of, correct and complete copies nor do any executive officers of each SCB such entities know of, any violation or imminent violation of any Empire Contract in effect as of the date hereofby any other party thereto.

Certain Contracts. (ai) Except as set forth in Section 6.13(a5.04(k)(i) of the SCB SHBI’s Disclosure Schedule or as filed with or incorporated into any SCB SHBI Report filed prior to the date hereof, as of the date hereof, neither SCB SHBI nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB SHBI Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB SHBI or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (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 SCB SHBI Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBexceed $100,000; (v) (A) that relates to the incurrence of indebtedness by SCB SHBI or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB SHBI or any of its Subsidiaries of, or any similar commitment by SCB SHBI or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 200,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB SHBI or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB SHBI or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB SHBI or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB SHBI or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB SHBI or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB SHBI or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a5.03(k)(i) (excluding any SCB SHBI Benefit Plan), whether or not set forth in the SCB SHBI Disclosure Schedule, is referred to herein as a “SCB SHBI Contract”.” Except as set forth in Section 5.04(k)(i) of SHBI’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any SHBI Contract as a result of SHBI’s and Shore United’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. SCB SHBI has made available to CBC TCFC true, correct and complete copies of each SCB SHBI Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.16(a) of the SCB Seller Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as none of the date hereofSeller, neither SCB nor the Seller's Bank or any of its Subsidiaries Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Planoral): (i) with respect to the employment of any director, officer, employee or consultant, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will result in any payment (whether of severance pay or otherwise) becoming due from the Seller, the Seller's Bank, or any of its Seller's Subsidiaries to any officer or employee thereof, (iii) 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, (iiiv) which contains is a provision that consulting or other agreement (including agreements entered into in the ordinary course and 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, (v) which materially restricts the conduct on of any line of business by SCB the Seller, the Seller's Bank, or any of its Subsidiaries the Seller's Subsidiaries, (vi) with or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation to a labor union or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), or similar agreement with (vii) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates . The Seller has previously delivered to the incurrence Buyer true and complete copies of indebtedness by SCB all employment, consulting and deferred compensation agreements which are in writing and to which the Seller, the Seller's Bank or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Seller's Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)Section, whether or not set forth in Section 4.16(a) of the SCB Seller Disclosure Schedule, is referred to herein as a “SCB "Seller Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereof".

Certain Contracts. (a) Except as set forth in Section 6.13(a3.13(a) of the SCB Sterling Disclosure Schedule or as filed with or incorporated into any SCB Sterling Report filed prior to the date hereof, as of the date hereof, neither SCB Sterling nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Sterling Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Sterling or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates 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 SCB Shareholder Approval Requisite Sterling Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBSterling; (v) (A) that relates to the incurrence of indebtedness by SCB Sterling or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Sterling or any of its Subsidiaries of, or any similar commitment by SCB Sterling or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Sterling or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Sterling or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB Sterling or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB Sterling or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Sterling or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Sterling or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a3.13(a) (excluding any SCB Sterling Benefit Plan), whether or not set forth in the SCB Sterling Disclosure Schedule, is referred to herein as a “SCB Sterling Contract”. SCB .” Sterling has made available to CBC Wxxxxxx true, correct and complete copies of each SCB Sterling Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a) 3.14 of the SCB Company Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as includes a list of the date hereof, neither SCB nor any of its Subsidiaries is a party to or bound by any each (i) contract, arrangement, commitment or understanding with respect to the employment of any directors, executive officers or key employees, or with any consultants (whether written or oral but excluding any SCB Benefit Plan): for purposes of this clause (i), other than consultants for computer and information systems) involving the payment of $100,000 or more per annum, (ii) contract, arrangement, commitment or understanding which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ) that has not been filed as an exhibit to a Company Report, (iiiii) contract, arrangement, commitment or understanding which contains a provision that materially restricts limits in any way the conduct on any line ability of business by SCB Company or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage compete in any line of business or business, in any geographic region area or with any person, or which requires referrals of any business, (iv) contract, arrangement, commitment or understanding with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) contract, arrangement, commitment or similar agreement with understanding (including, without limitation, any labor organization; (ivCompany Employee Plan but excluding options, warrants and other securities identified in Section 3.2 or in Section 3.2 of the Company Disclosure Schedule) any of the benefits of or obligations under which will arise be paid or increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval Agreement or the announcement or consummation occurrence of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase (vi) contract, arrangement, commitment or acceleration understanding which would prohibit or materially delay the consummation of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business)transactions contemplated by this Agreement, (Bvii) that provides for the guaranteeloan agreement, supportindenture, assumption mortgage, pledge, conditional sale or endorsement by SCB title retention agreement, security agreement, guaranty, standby letter of credit (to which Company or any of its Subsidiaries ofis the responsible party), material equipment lease or any similar commitment by SCB lease purchase agreement to which the Company or any of its Subsidiaries with respect tois a party or by which any of them is bound, the obligations(viii) contract, liabilities arrangement, commitment or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB understanding to which Company or any of its Subsidiaries; Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or effected entered into in connection with the securitization by Company or any of its Subsidiaries of receivables (viincluding, without limitation, (A) contracts, arrangements, commitments or understandings regarding credit support provided by Financial Security Assurance Inc. ("FSA") and any modification agreement, waiver or consent related thereto and (B) sale and servicing agreements) ("SECURITIZATION AGREEMENTS"), (ix) contract, agreement, arrangement or understanding between any affiliate of Company (other than any wholly-owned Subsidiary of Company), on the one hand, and Company or any Subsidiary of Company, on the other hand, and (x) any other contract, arrangement, commitment or understanding that grants any right of first refusalis material to the business, right of first offer or similar right with respect to any material assets, rights liabilities, financial condition or properties results of SCB or operations of Company and its Subsidiaries, taken as a whole; whole (viiPROVIDED, that for purposes of this clause (ix) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable contract, arrangement, commitment or understanding involving payments or receipts by SCB Company or any of its Subsidiaries on sixty in excess of $250,000 over the term thereof shall be deemed to be material). Company has previously made available to Parent complete and accurate copies of all Company Contracts (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityas defined below). Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)3.14, whether or not set forth in Section 3.14 of the SCB Company Disclosure Schedule, is referred to herein as a “SCB "COMPANY CONTRACT". None of Company or any of its Subsidiaries is in material breach of or default in the performance of its obligations under any Company Contract”, and no material breach or default, alleged breach or default or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Company or any of its Subsidiaries (or, to the knowledge of Company, any other party or obligor with respect thereto) has occurred, or as a result of its performance will occur. SCB To the extent that Company or any of its Subsidiaries has made available been, since January 1, 1996, in material breach of or default in performance of its obligations under any Company Contract, such breach or default, together with all such other breaches or defaults, could not reasonably be expected to CBC truehave a Material Adverse Effect on Company. To the knowledge of Company, correct each Company Contract is in full force and complete copies of each SCB Contract in effect as of the date hereofeffect.

Certain Contracts. (a) Except as set forth disclosed in Section 6.13(a4.11(a) of the SCB CVBG Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB CVBG nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CVBG, GCBS, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 CVBG Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries CVBG or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . CVBG has previously made available to GCBS true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which CVBG is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB CVBG Disclosure Schedule, is referred to herein as a “SCB CVBG Contract”. SCB , and neither CVBG nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CVBG.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Old Kent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon 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 (whether of severance pay or otherwise) becoming due from Fifth Third, Old Kent, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Old Kent Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Old Kent or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any stockholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . Old Kent has previously made available to Fifth Third true and correct copies of benefits or obligations, right of cancellation or termination, or change all employment and deferred compensation agreements which are in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected writing and to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB which Old Kent or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Old Kent Disclosure Schedule, is referred to herein as a “SCB "Old Kent Contract”. SCB ," and neither Old Kent nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Old Kent.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither CBI nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which with respect to the employment of any directors, officers, employees or consultants, (ii) that, upon the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Bancorp, CBI, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee 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 CBI Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB CBI, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . CBI has delivered to Bancorp a complete list as of benefits or obligations, right the date of cancellation or termination, or change in calculation this Agreement of value of benefits would, either individually or in the aggregate, reasonably be expected each contract to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB which CBI or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (Subsidiaries is a party that involves an amount in excess of $100,000 or that has an unexpired term in excess of one year from the date of this Agreement other than deposit liabilitiesloans, trade payablesdeposits, federal funds purchasedletters of credit, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred similar transactions entered into by CBI in the ordinary course of business). In addition, (B) CBI has previously delivered to Bancorp true and correct copies of all employment, consulting, and deferred compensation agreements that provides for the guarantee, support, assumption or endorsement by SCB or any are in writing and a written summary of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any all such contracts which that are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into material to CBI and not in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilitywriting. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB CBI Disclosure Schedule, is referred to herein as a “SCB "CBI Contract”. SCB ." Neither CBI nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies any violation of each SCB any CBI Contract in effect as by any of the date hereofother parties thereto that, individually or in the aggregate, would have a Material Adverse Effect on CBI.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of Neither the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) except as Previously Disclosed, as of the date hereof, with respect to the employment, termination or compensation of any directors, executive officers, key employees or material consultants (other 16 than oral contracts of employment at will which may be terminated without penalty), (ii) except as Previously Disclosed, which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ) that has not been filed with or incorporated by reference in the Company Reports, (iiiii) which contains a provision that materially restricts any non-compete or exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the conduct on any line of business by SCB Company or any of its Subsidiaries affiliates or upon consummation which restricts the conduct of any business by the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Company or any of its Affiliates to engage affiliates or any geographic area in which the Company or any line of its affiliates may conduct business or requires exclusive referrals of any business and which will be binding on or which will otherwise limit or affect, after the Effective Time, the Amalgamated Company or Parent or any of its affiliates, (iv) except as provided in any geographic region Article I hereof or as Previously Disclosed (including any exclusivity share option plan, share appreciation rights plan, restricted share plan or exclusive dealing provisions with such an effectshare purchase plan); (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 be increased, or the funding, vesting or payment of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the Amalgamation Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Amalgamation Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) with respect to any outsourcing or equivalent or similar arrangement (Aexcept as Previously Disclosed) that relates or (vi) which would prohibit or materially delay the consummation of the Amalgamation. The Company has previously made available to Parent 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 which the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Company or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement party and contains any material continuing obligations a true and correct schedule of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityall such agreements has been Previously Disclosed. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)3.14, whether or not set forth in the SCB Disclosure SchedulePreviously Disclosed, is referred to herein as a “SCB Company Contract”. SCB , and neither the Company nor any of its Subsidiaries has made available to CBC trueKnowledge of, correct and complete copies or has received notice of, any violation of each SCB any Company Contract in effect as by any of the date hereofother parties thereto.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.13(a) of the SCB Old National Disclosure Schedule or as filed with or incorporated into any SCB Old National Report filed prior to the date hereof, as of the date hereof, neither SCB Old National nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Old National Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Old National or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates 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 SCB Shareholder Approval Requisite Old National Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBOld National; (v) (A) that relates to the incurrence of indebtedness by SCB Old National or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Old National or any of its Subsidiaries of, or any similar commitment by SCB Old National or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Old National or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Old National or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 5,000,000 per annum other than any such contracts which are terminable by SCB Old National or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB Old National or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Old National or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Old National or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.13(a) (excluding any SCB Old National Benefit Plan), whether or not set forth in the SCB Old National Disclosure Schedule, is referred to herein as a “SCB Old National Contract”. SCB Old National has made available to CBC First Midwest true, correct and complete copies of each SCB Old National Contract in effect as of the date hereof.

Certain Contracts. (ai) Except as set forth in Section 6.13(a5.03(k)(i) of the SCB TCFC’s Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB TCFC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB TCFC Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB TCFC or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (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 SCB TCFC Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBexceed $100,000; (v) (A) that relates to the incurrence of indebtedness by SCB TCFC or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB TCFC or any of its Subsidiaries of, or any similar commitment by SCB TCFC or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 200,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB TCFC or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB TCFC or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB TCFC or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB TCFC or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB TCFC or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB TCFC or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a5.03(k)(i) (excluding any SCB TCFC Benefit Plan), whether or not set forth in the SCB TCFC Disclosure Schedule, is referred to herein as a “SCB TCFC Contract”.” Except as set forth in Section 5.03(k)(i) of TCFC’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any TCFC Contract as a result of TCFC’s and CBC’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. SCB TCFC has made available to CBC SHBI true, correct and complete copies of each SCB TCFC Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB Columbia nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Columbia Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB Columbia or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates 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 SCB Shareholder Approval Requisite Columbia Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBColumbia; (v) (A) that relates to the incurrence of indebtedness by SCB Columbia or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Columbia or any of its Subsidiaries of, or any similar commitment by SCB Columbia or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the an outstanding principal amount of $100,000 15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Columbia or any of its Subsidiaries, other than Contracts entered into by Columbia or its Subsidiaries in the ordinary course of business; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Columbia or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 7,500,000 per annum other than any such contracts which are terminable by SCB Columbia or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB Columbia or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Columbia or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Columbia or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.13(a) (excluding any SCB Columbia Benefit Plan), whether or not set forth in the SCB Columbia Disclosure Schedule, is referred to herein as a “SCB Columbia Contract”. SCB Columbia has made available to CBC Umpqua true, correct and complete copies of each SCB Columbia Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in at Section 6.13(a) 3.12 of the SCB LNB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB nor any of its Subsidiaries LNB is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict (either alone or upon the ability occurrence of the Surviving Corporation any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Buyer, LNB, or any of its Affiliates CNB’s Subsidiaries to engage in any director, officer or employee of LNB, (iii) which materially restricts the conduct of any line of business by LNB, (iv) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with any labor organization; (ivv) except as set forth on Section 3.12(a)(v) of the LNB Disclosure Schedule, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected Agreement (including as to have a Material Adverse Effect on SCB; this clause (v) (A) that relates to ), 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 incurrence of indebtedness by SCB or any of its SubsidiariesLNB Disclosure Schedule, including any sale there are no employment, consulting and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that LNB is a settlement, consent or similar agreement and contains any party. Section 3.12(a) of the LNB Disclosure Schedule sets forth a list of all material continuing obligations contracts (as defined in Item 601(b)(10) of SCB or any Regulation S-K) of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityLNB. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB LNB Disclosure Schedule, is referred to herein as a “SCB LNB Contract”. SCB ,” and LNB has made available to CBC truenever received notice of, correct and complete copies nor do any executive officers of each SCB Contract in effect as LNB have Knowledge of, any violation of the date hereofany LNB Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither First Banking nor any of its Subsidiaries First Banking Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument, written or oral, relating to the conduct on any line borrowing of business money by SCB First Banking or any First Banking Subsidiary or the guarantee by First Banking or any First Banking Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by First Banking or any First Banking Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by First Banking or any First Banking Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon consummation the occurrence of a transaction involving First Banking of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving Corporation BB&T Option Agreement, 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 agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right of cancellation or termination will arise as a result thereof, the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in matter Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in at Section 6.13(a3.12(a) of the SCB Maritime Bank Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereofSchedule, as of the date hereof, neither SCB nor any of its Subsidiaries Maritime Bank is not a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement, the Bank Merger Agreement or the Option Agreement will materially restrict (either alone or upon the ability occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Webster, Maritime Bank, Webster Bank, the Surviving Corporation Bank or any of its Affiliates Xxxxxxx's Subsidiaries to engage in xxx xirector, officer or employee therexx, (xxx) which materially restricts the conduct of any line of business by Maritime Bank, (iv) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (v) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, the Bank Merger Agreement or under which a right of cancellation or termination will arise as a result thereofthe Option Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase the Bank Merger Agreement or acceleration the Option Agreement. Maritime Bank has previously delivered to Webster true, correct and complete copies of benefits or obligationsall employment, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale cxxxxxxxng and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that Maritime Bank is a settlement, consent or similar agreement and contains any party. Section 3.12(a) of the Maritime Bank Disclosure Schedule sets forth a list of all material continuing obligations contracts (as defined in Item 601(b)(10) of SCB or any Regulation S-K) of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityMaritime Bank. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB Maritime Bank Disclosure Schedule, is referred to herein as a “SCB "Maritime Bank Contract”. SCB ," and Maritime Bank has made available to CBC truenot received notice of, correct and complete copies nor do any of each SCB Contract in effect as its executive officers know of, any violation of the date hereofany Maritime Bank Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither CB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CB, Pinnacle, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 CB Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB CB, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivCB Benefit Plan, stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . CB has previously made available to Pinnacle true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which CB is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB CB Disclosure Schedule, is referred to herein as a “SCB "CB Contract”. SCB ", and neither CB nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on CB.

Certain Contracts. (a) Except as set forth disclosed in Section 6.13(a4.14(a) of the SCB Target Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Target nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Target, Acquiror, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Target Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Target or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or similar agreement with any labor organization; (ivstock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase Agreement or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess involves a lease or sublease of $100,000 per annum other real property for a term longer than any such contracts one year. Target has previously made available to Acquiror true and correct copies of all employment and deferred compensation agreements which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Target is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB Target Disclosure Schedule, is referred to herein as a “SCB Target Contract”. SCB , and neither Target nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Target.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which is a “material contract” (as such term is defined with respect to the employment of any directors, officers or employees, other than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC); business consistent with past practice, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB Company Stockholder Approval or any of its Subsidiaries or upon the consummation of the transactions contemplated by this Agreement will materially restrict (either alone or upon the ability occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, the Company, the Surviving Corporation Corporation, or any of its Affiliates their respective Subsidiaries to engage in any line of business officer or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); employee thereof, (iii) which is a "material contract" (which shall include (x) all agreements that fall within the scope of Item 601(b)(10) of Regulation S-B of the SEC and (y) all agreements pursuant to which the Company or any of its Subsidiaries is obligated to make payments in excess of $100,000) to be performed after the date hereof that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which materially restricts the conduct of any line of business by the Company or upon consummation of the Merger will materially restrict the business of the Surviving Corporation or Parent, (v) with or to a labor union or guild (including any collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Company Stockholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . The Company has previously made available to Parent true and correct copies of benefits or obligations, right all employment and deferred compensation agreements in effect as of cancellation or termination, or change the date hereof which are in calculation of value of benefits would, either individually or in writing and to which the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Company or any of its Subsidiaries of, is a party. There are no oral agreements between the Company or any similar commitment by SCB or Company Subsidiary, on the one hand, and any of its Subsidiaries their respective officers, directors, employees, independent contractors or consultants, on the other, with respect to, to the obligations, liabilities employment or indebtedness compensation of such individuals by the Company or such Company Subsidiary that provides for compensation in any other Personone year in excess of $5,000.00, in the case of each of clauses (A) any individual agreement, and (B)$50,000.00, in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any aggregate under all such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityagreements. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.12(a) (excluding any SCB Benefit Plan), whether or not set forth is listed in Section 4.12(a) of the SCB Company Disclosure Schedule, Schedule and is referred to herein as a “SCB "Company Contract”. SCB ," and neither the Company nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any material violation of the date hereofabove by any of the other parties to any Company Contract. Except for those Company Contracts marked with an asterisk (*) as set forth in Section 4.12(a) of the Company Disclosure Schedule, no Company Contract requires the consent of any other contracting party to prevent a breach of, or a default under, or a termination, change in the terms or conditions or modification of, such Company Contract as a result of the consummation of the transactions contemplated hereby.

Certain Contracts. (a) Except as set forth Neither First Virginia nor any First Virginia Subsidiary is a party to, is bound or affected by, or receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which would have a Material Adverse Effect, whether or not made in Section 6.13(a) the ordinary course of business (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to banking business), outstanding on the date hereof, as or any agreement expressly restricting in any material respect its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) any agreement, indenture or other instrument, written or oral, outstanding on the date hereof, neither SCB nor relating to the borrowing of money by First Virginia or any First Virginia Subsidiary or the guarantee by First Virginia or any First Virginia Subsidiary of its Subsidiaries is a party any such obligation, which cannot be terminated within less than 30 days after the Closing Date by First Virginia or any First Virginia Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or bound by Federal Reserve Bank advances), where the amount borrowed or guaranteed exceeds $500,000 in the aggregate (iii) any contractagreement, arrangementarrangement or commitment, commitment or understanding (whether written or oral but excluding oral, outstanding on the date hereof, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any SCB Benefit Plan): present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by First Virginia or any First Virginia Subsidiary (i) without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K transaction involving First Virginia of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions nature contemplated by this Agreement will materially restrict the ability of the Surviving Corporation Agreement, 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 agreement or plan, written or oral, including any stock option plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, 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, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contractagreement, arrangement, commitment or understanding of the type described in commitment, indenture and plan Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereofhereof valid and binding on First Virginia or its applicable Subsidiary and, to the knowledge of First Virginia, against the other parties thereto.

Certain Contracts. (a) Except as set forth disclosed in Section 6.13(a4.11(a) of the SCB CAVB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB CAVB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CAVB, PNFP, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 CAVB Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries CAVB or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . CAVB has previously made available to PNFP true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which CAVB is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.14(a), whether or not set forth in the SCB CAVB Disclosure Schedule, is referred to herein as a “SCB "CAVB Contract”. SCB ", and neither CAVB nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CAVB.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CB, Pinnacle, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Pinnacle Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB Pinnacle, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . Pinnacle has previously made available to CB true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Pinnacle is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Pinnacle Disclosure Schedule, is referred to herein as a “SCB "Pinnacle Contract”. SCB ", and neither Pinnacle nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in at Section 6.13(a) 3.12 of the SCB Big Sky Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Big Sky nor any of its Subsidiaries First Federal is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC); any directors, officers, employees or consultants, (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement or the Institution Merger Agreement will materially restrict (either alone or upon the ability occurrence of the Surviving Corporation any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Sterling, Big Sky, First Federal, Sterling Savings Association or any of its Affiliates their respective Subsidiaries to engage in any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Big Sky or in any geographic region First Federal, (iv) with or to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or similar agreement with any labor organization; (ivstock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Institution Merger Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or (vi) that is material and is not made in the aggregateordinary course of business or pursuant to which Big Sky or First Federal is or may become obligated to invest in or contribute capital to any entity, reasonably be expected to have a Material Adverse Effect on SCB; (vvii) (A) not fully disclosed in the financial statements contemplated by Section 3.6 that relates to the incurrence borrowings of indebtedness money (or guarantees thereof by SCB Big Sky, or any of its SubsidiariesFirst Federal), including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (Cviii) that provides for any material indemnification is a lease or similar obligations on arrangement with annual rental payments of $10,000 or more. Section 3.12(a) of the part Big Sky Disclosure Schedule sets forth true, correct and complete copies of SCB all employment, consulting and deferred compensation agreements to which Big Sky or First Federal is a party. No action taken or notice given as provided in Section 1.6 hereof will violate the terms of the Big Sky Option Plan, constitute a violation of any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer Laws or similar right with respect give rise to liability to any Option holder. Section 3.12(a) of the Big Sky Disclosure Schedule sets forth a list of all material assets, rights or properties contracts (as defined in Item 601(b)(10) of SCB or its Subsidiaries, taken as a whole; (viiRegulation S-K) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityBig Sky. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.12(a), whether or not set forth in Section 3.12(a) of the SCB Big Sky Disclosure Schedule, is referred to herein as a “SCB "Big Sky Contract”," and neither Big Sky nor First Federal has received notice of, nor do any executive officers of such entities know of, any violation or imminent violation of any Big Sky Contract by any other party thereto. SCB (b) (i) Each Big Sky Contract is a valid and binding commitment of Big Sky and is in full force and effect, (ii) each of Big Sky and First Federal has made available in all material respects performed all obligations required to CBC truebe performed by it to date under each Big Sky Contract, correct and complete copies (iii) no event or condition exists which constitutes or, after notice or lapse of each SCB Contract in effect as time or both, would constitute, a material default on the part of the date hereofBig Sky or First Federal under any such Big Sky Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither One Valley nor any of its Subsidiaries One Valley Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) which is a “material contract” any agreement, arrangement or commitment, written or oral, that would be required to be disclosed pursuant to Item 601(b)(4) (as such term is defined in without regard to clause (ii) thereof) or Item 601(b)(10) (disregarding the exception therein for contracts entered into in the ordinary course of business) of Regulation S-K (other than loans or loan commitments made or certificates or deposits received in the ordinary course of the SECbanking business); (ii) which contains a provision that materially restricts the conduct on any line of business by SCB , or any of agreement restricting its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business business, including, without limitation, agreements or in memoranda of understanding with regulatory authorities, (ii) any geographic region agreement, indenture or other instrument, written or oral, relating to the borrowing of money by One Valley or any One Valley Subsidiary or the guarantee by One Valley or any One Valley Subsidiary of any such obligation, which cannot be terminated within less than 60 days after the Closing Date by One Valley or any One Valley Subsidiary (including without payment of any exclusivity material penalty or exclusive dealing provisions cost, except with such an effectrespect to Federal Home Loan Bank or Federal Reserve Bank advances); , (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 60 days after the Closing Date by One Valley or any One Valley Subsidiary (without payment of any material penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon the occurrence of a collective bargaining agreement transaction involving One Valley of the nature contemplated by this Agreement or similar agreement with any labor organization; the BB&T Option Agreement, or (iv) any agreement or plan, written or oral, including any Stock Option Plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right of cancellation or termination will arise as a result thereof, the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in matter Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Lycos nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or stockholder approval of the Transactions will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Lycos or Newco or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Lycos Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Lycos or upon consummation of the transactions contemplated by this Agreement Transactions will materially restrict the ability of the Surviving Corporation or any of its Affiliates Newco to engage in any line of business business, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of any stockholder approval or the execution and delivery of this Agreement, receipt consummation of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereofTransactions, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase . Lycos has previously made or acceleration promptly following the date hereof will make available to TMCS true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all material employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Lycos is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan6.14(a), whether or not set forth in the SCB Lycos Disclosure Schedule, is referred to herein as a “SCB "Lycos Contract”. SCB ," and neither Lycos nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Lycos.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Maryland Federal nor any of its Subsidiaries Maryland Federal Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received or borrowings obtained in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument, written or oral, relating to the conduct on any line borrowing of business money by SCB Maryland Federal or any Maryland Federal Subsidiary or the guarantee by Maryland Federal or any Maryland Federal Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by Maryland Federal or any Maryland Federal Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Maryland Federal or any Maryland Federal Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is materially altered, upon consummation the occurrence of a transaction involving Maryland Federal of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving Corporation BB&T Option Agreement, 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 agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right of cancellation or termination will arise as a result thereof, the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in matter Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth disclosed in Section 6.13(a3.11(a) of the SCB Acquiror Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Acquiror nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Acquiror, Target, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Acquiror Reports, (iiiv) which contains a provision that 12 materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Acquiror or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Acquiror Disclosure Schedule, is referred to herein as a “SCB Acquiror Contract”. SCB , and neither Acquiror nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on Acquiror.

Certain Contracts. (a) Except as set forth in Section 6.13(aSchedule 4.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as Schedules sets forth all of the date hereoffollowing types of agreements, neither SCB nor any of its Subsidiaries arrangements, obligations, or commitments to which WBI or the Bank is a party party, is bound or affected by, receives or is obligated to or bound by any contractpay, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): benefits under: (i) which is a “material contract” any agreement, arrangement or commitment relating to the borrowing of money by WBI or the Bank (as such term is defined other than in Item 601(b)(10the case of deposits, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or the guarantee by WBI or the Bank of Regulation S-K of the SEC)any obligation; (ii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director, officer or employee of WBI or the Bank, other than any agreement, arrangement or commitment terminable at will and without the payment of any penalty by WBI or the Bank, and other than the Bank Employee Plans; (iii) any agreement, arrangement or understanding pursuant to which contains a provision that materially restricts any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of WBI or the conduct on any line Bank upon execution of business by SCB this Agreement or any of its Subsidiaries other Transaction Document or upon or following consummation of the transactions contemplated hereby or thereby (either alone or in connection with the occurrence of any additional acts or events), other than the Bank Employee Plans; (iv) any agreement, arrangement or understanding pursuant to which WBI or the Bank is obligated to indemnify any director, officer, employee or agent of WBI or the Bank; (v) any agreement, arrangement or understanding to which WBI or the Bank is a party or by this Agreement will materially restrict the ability which either of the Surviving Corporation same is bound which limits the freedom of WBI or any of its Affiliates the Bank to engage compete 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 person 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 SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiariesentity; (vi) that grants any right supervisory agreement, memorandum of first refusalunderstanding, right consent order, cease and desist order or condition of first offer any regulatory order or similar right decree with respect to any material assets, rights or properties of SCB by an applicable federal or its Subsidiaries, taken as a wholestate regulatory agency; (vii) which creates future payment obligations any lease of real or personal property requiring payments of annual rental in excess of $100,000 per annum other than any such contracts which are terminable by SCB 20,000, whether as lessor or any of its Subsidiaries on sixty (60) days lessee; or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that any other agreement, arrangement or understanding which involves an annual payment of more than $20,000 which is a settlement, consent not terminable at the election of WBI or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition Bank without payment of any Person, business penalty or asset a similar termination fee or cost on not more than 30 calendar days written notice. WBI and under which SCB the Bank have previously delivered or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan), whether or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies BSVN a copy of each SCB Contract such agreement, arrangement or understanding or, if oral, has described such agreement, arrangement or understanding in effect as of the date hereofwriting to BSVN.

Certain Contracts. (a) 5.13.1. Except as set forth in disclosed on Section 6.13(a) 5.13.1 of the SCB Berkshire Bancorp Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereofSchedule, neither SCB Berkshire Bancorp nor any of its Subsidiaries Berkshire Bank is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which is a “material contract” (as such term is defined with respect to the employment of any directors, officers, employees or consultants, other than in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC); business consistent with past practice, (ii) which contains a provision that materially restricts the conduct on any line that, upon execution of business by SCB this Agreement or any of its Subsidiaries consummation or upon consummation 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 Berkshire Bancorp, Holdco, NCB, the Resulting Institution, or any of their respective Subsidiaries to any officer or employee of Berkshire Bancorp or Berkshire Bank, (iii) that materially restricts the conduct of any line of business by Berkshire Bancorp or Berkshire Bank or, to the knowledge of Berkshire Bancorp or Berkshire Bank, upon consummation of the Merger and Bank Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates Resulting Institution to engage in any line of business in which a bank holding company may lawfully engage, (iv) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement), (v) including any stock option plan, stock appreciation rights plan, restricted stock plan, stock purchase plan or similar agreement with any labor organization; (iv) benefits plan in which any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt the occurrence of the SCB Shareholder Approval any shareholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityotherwise material. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)5.13.1, whether or not set forth in the SCB Berkshire Bancorp Disclosure Schedule, is referred to herein as a an “SCB Berkshire Contract”. SCB ,” and Berkshire Bancorp and Berkshire Bank do not know of, and has made available to CBC truenot received notice of, correct and complete copies any material violation of each SCB any Berkshire Contract in effect as by any of the date hereofother parties thereto.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of Neither the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) which is an Employment Agreement, (ii) which, upon the consummation 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, or the acceleration or vesting of any rights to any payment or benefits, from Buyer, the Company, the Surviving Corporation, the Surviving Bank or any of their respective Subsidiaries to any officer, director, consultant or employee thereof, (iii) 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 Reports, (iiiv) which contains is a provision that consulting agreement (including 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 such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct on of any line of business by SCB the Company or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (vi) (including any exclusivity stock option plan, stock appreciation rights plan, restricted stock plan or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (ivstock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan4.15(a), whether or not set forth in Section 4.15(a) of the SCB Company Disclosure Schedule, is referred to herein as a “SCB "Company Contract”". SCB The Company has previously made available to CBC Buyer true, complete and correct and complete copies of each SCB Contract in effect as of the date hereofCompany Contract.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither FirstSpartan nor any of its Subsidiaries FirstSpartan Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including, without limitation, agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument, written or oral, relating to the conduct on any line borrowing of business money by SCB FirstSpartan or any FirstSpartan Subsidiary or the guarantee by FirstSpartan or any FirstSpartan Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by FirstSpartan or any FirstSpartan Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by FirstSpartan or any FirstSpartan Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is altered, upon consummation the occurrence of a transaction involving FirstSpartan of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving Corporation BB&T Option Agreement, 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 agreement or plan, written or oral, including any stock option plans, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, Agreement or under which a right of cancellation or termination will arise as a result thereof, the BB&T Option Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in matter Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.16(a) of the SCB PICA Disclosure Schedule lists all contracts, agreements, arrangements, commitments, or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding understandings (whether written or oral but excluding oral) other than insurance policies issued by PICA or any SCB Benefit Plan): PICA Insurance Subsidiary to which PICA or a PICA Subsidiary is a party or bound by: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) with respect to the employment of Regulation S-K of the SEC)any directors, officers or employees; (ii) which contains a provision that materially restricts which, upon the conduct on any line of business by SCB or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict (either alone or upon the ability occurrence of the Surviving Corporation any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from PICA, PRA, or any of its Affiliates their respective Subsidiaries to engage in any line of business director, officer or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect)employee thereof; (iii) which contains obligations for PICA or any PICA Subsidiary to pay in excess of $100,000 in any twelve month period or provides for PICA or any PICA Subsidiary to receive in excess of $100,000 in any twelve month period; (iv) that concerns a partnership or joint venture that is not consolidated with PICA for financial reporting purposes; (v) that contractually limits the ability of PICA or any PICA Subsidiary to compete with respect to any product, service or territory; (vi) that is in the nature of a collective bargaining agreement, employment agreement, consulting agreement or similar severance agreement with that is not cancelable by PICA or any labor organizationPICA Subsidiary without penalty or compensation on thirty (30) days notice or less; (ivvii) that provides for the payment to an employee of PICA or any PICA Subsidiary any incentive or bonus compensation based on the productivity or performance of such employee or of PICA or any PICA Subsidiary; or (viii) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . PICA has made available to PRA complete copies of benefits or obligations, right of cancellation or termination, or change all employment and deferred compensation agreements which are in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected writing and to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB which PICA or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that PICA Subsidiary is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, agreement, arrangement, commitment commitment, or understanding (whether written or oral) of the type described in Section 4.16(a) of this Section 6.13(a) (excluding any SCB Benefit Plan)Agreement, whether or not set forth in the SCB PICA Disclosure Schedule, is referred to herein in this Agreement as a “SCB PICA Contract”. SCB ,” and neither PICA nor any PICA Subsidiary has made available received notice of any, and to CBC truethe Knowledge of PICA there has been no, correct and complete copies violation of each SCB any PICA Contract in effect as by any of the date hereofother parties thereto. For the avoidance of doubt, the term "PICA Contracts" does not include any insurance policy or contract issued by PICA or a PICA Insurance Subsidiary.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Pinnacle nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) which, upon the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from IFC, Pinnacle, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Pinnacle Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB Pinnacle, (v) with or any of its Subsidiaries to a labor union or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . Pinnacle has previously made available to IFC true and correct copies of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale all employment and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that writing and to which Pinnacle is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Pinnacle Disclosure Schedule, is referred to herein as a “SCB "Pinnacle Contract”. SCB ", and neither Pinnacle nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which, individually or in the aggregate, would have a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as As of the date hereof, neither SCB the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the Company Stockholder Approval or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in which shall include (x) all agreements that fall within the scope of Item 601(b)(10) of Regulation S-K B of the SEC); SEC and (iiy) all agreements pursuant to which the Company or any of its Subsidiaries is obligated to make payments in excess of $100,000) to be performed after the date hereof that has not been filed or incorporated by reference in the Company SEC Reports, (iv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries the Company or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability business of the Surviving Corporation or any of its Affiliates Parent, (v) with or to engage in any line of business a labor union or in any geographic region guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Company Stockholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . The Company has previously made available to Parent true and correct copies of benefits or obligations, right all employment and deferred compensation agreements in effect as of cancellation or termination, or change the date hereof which are in calculation of value of benefits would, either individually or in writing and to which the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Company or any of its Subsidiaries of, is a party. There are no oral agreements between the Company or any similar commitment by SCB or Company Subsidiary, on the one hand, and any of its Subsidiaries their respective officers, directors, employees, independent contractors or consultants, on the other, with respect to, to the obligations, liabilities employment or indebtedness compensation of such individuals by the Company or such Company Subsidiary that provides for compensation in any other Personone year in excess of $5,000.00, in the case of each of clauses (A) any individual agreement, and (B)$50,000.00, in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any aggregate under all such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityagreements. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.12(a) (excluding any SCB Benefit Plan), whether or not set forth is listed in Section 4.12(a) of the SCB Company Disclosure Schedule, Schedule and is referred to herein as a “SCB Contract”. SCB COMPANY CONTRACT,” and neither the Company nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any material violation of the date hereofabove by any of the other parties to any Company Contract. Except for those Company Contracts marked with an asterisk (*) as set forth in Section 4.12(a) of the Company Disclosure Schedule, no Company Contract requires the consent of any other contracting party to prevent a breach of, or a default under, or a termination, change in the terms or conditions or modification of, such Company Contract as a result of the consummation of the transactions contemplated hereby.

Certain Contracts. (a) Except as set forth in Section 6.13(a4.13(a) of the SCB Provident Disclosure Schedule or as filed with or incorporated into any SCB Provident Report filed prior to the date hereof, as of the date hereof, neither SCB Provident nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral oral, but excluding any SCB Provident Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on of any line of business by SCB Provident or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates 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 SCB Shareholder Approval Requisite Provident Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCBProvident; (v) (A) that relates to the incurrence of indebtedness by SCB Provident or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB Provident or any of its Subsidiaries of, or any similar commitment by SCB Provident or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Personperson, in the case of each of clauses (A) and (B), in the principal amount of $100,000 250,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB Provident or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB Provident or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 500,000 per annum other than any such contracts which are terminable by SCB Provident or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB Provident or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB Provident or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Personperson, business or asset and under which SCB Provident or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 6.13(a4.13(a) (excluding any SCB Provident Benefit Plan), whether or not set forth in the SCB Provident Disclosure Schedule, is referred to herein as a “SCB Provident Contract”. SCB Provident has made available to CBC Lakeland true, correct and complete copies of each SCB Provident Contract in effect as of the date hereof.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Old Kent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon 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 (whether of severance pay or otherwise) becoming due from Fifth Third, Old Kent, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) 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 Old Kent Reports, (iiiv) which contains a provision that materially restricts the conduct on of any line of business by SCB or any of its Subsidiaries Old Kent or upon consummation of the transactions contemplated by this Agreement Merger will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage, (v) with or in any geographic region to a labor union or guild (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement agreement) or similar agreement with (vi) (including any labor organization; (ivstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval any stockholder approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration . Old Kent has previously made available to Fifth Third true and correct copies of benefits or obligations, right of cancellation or termination, or change all employment and deferred compensation agreements which are in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected writing and to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB which Old Kent or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liabilityparty. Each contract, arrangement, 18 26 commitment or understanding of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan3.14(a), whether or not set forth in the SCB Old Kent Disclosure Schedule, is referred to herein as a “SCB "Old Kent Contract”. SCB ," and neither Old Kent nor any of its Subsidiaries knows of, or has made available to CBC truereceived notice of, correct and complete copies of each SCB Contract in effect as any violation of the date hereofabove by any of the other parties thereto which, either individually or in the aggregate, will have a Material Adverse Effect on Old Kent.

Certain Contracts. (a) Except as set forth in Section 6.13(a) Schedule 4.15 of the SCB Xxxxxxx International Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, sets forth as of the date hereof, neither SCB nor any hereof all contracts of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): (i) XXXXXXX BANK which is a “are executory material contract” contracts (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 and any other written, or to the Knowledge of XXXXXXX BANK or XXXXXXX INTERNATIONAL, oral, (i) consulting agreement not terminable on 60 days' or less notice or employment agreement or other agreement providing any term of employment, compensation guarantee, or severance or supplemental retirement benefit, (ii) which contains a provision that materially restricts the conduct on any line of business by SCB union, guild or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its Affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); collective bargaining agreement, (iii) which is a collective bargaining agreement or similar agreement with plan, including any labor organization; (iv) stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, 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, where such increase (iv) contract containing covenants which limit the ability of XXXXXXX BANK to compete in any line of business or acceleration with any person or which involve any restriction of benefits or obligations, right of cancellation or terminationthe geographical area in which, or change in calculation of value of benefits wouldmethod by which, either individually XXXXXXX BANK may carry on its business (other than as may be required by law or in the aggregateapplicable regulatory authorities), reasonably be expected to have a Material Adverse Effect on SCB; and (v) (A) that relates to the incurrence of indebtedness any contract, agreement or other instrument or undertaking which is not terminable by SCB XXXXXXX BANK without additional payment or any of its Subsidiaries, including any sale penalty within 60 days and leaseback transactions, capitalized leases and obligates XXXXXXX BANK for payments or other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries consideration with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations value in excess of $100,000 per annum other than 25,000. XXXXXXX BANK has performed in all material respects and is not in default under or in breach of any material term or provision of any such contracts which are terminable by SCB agreement or any of its Subsidiaries on sixty (60) days loan agreement or less notice without any required payment credit agreement, note, mortgage, indenture or other conditionsagreement, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contractinstrument applicable to XXXXXXX BANK, arrangementand no event has occurred that, commitment with the giving of notice or understanding the passage of the type described in this Section 6.13(a) (excluding any SCB Benefit Plan)time or both, whether would constitute such default or not set forth in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct and complete copies of each SCB Contract in effect as of the date hereofbreach.

Certain Contracts. (a) Except as set forth in Section 6.13(a) of the SCB Disclosure Schedule or as filed with or incorporated into any SCB Report filed prior to the date hereof, as of the date hereof, neither SCB Neither Life nor any of its Subsidiaries Life Subsidiary is a party to to, is bound or bound by any contractaffected by, arrangement, commitment or understanding (whether written or oral but excluding any SCB Benefit Plan): receives benefits under (i) any agreement, arrangement or commitment, written or oral, the default of which is would have a “material contract” Material Adverse Effect, whether or not made in the ordinary course of business (as such term is defined other than loans or loan commitments made or certificates or deposits received in Item 601(b)(10) of Regulation S-K the ordinary course of the SECbanking business); , or any agreement restricting its business activities, including without limitation agreements or memoranda of understanding with regulatory authorities, (ii) which contains a provision that materially restricts any agreement, indenture or other instrument, written or oral, relating to the conduct on any line borrowing of business money by SCB Life or any Life Subsidiary or the guarantee by Life or any Life Subsidiary of its Subsidiaries any such obligation, which cannot be terminated within less than 30 days after the Closing Date by Life or any Life Subsidiary (without payment of any penalty or cost, except with respect to Federal Home Loan Bank advances), (iii) any agreement, arrangement or commitment, written or oral, relating to the employment of a consultant, independent contractor or agent, or the employment, election or retention in office of any present or former director or officer, which cannot be terminated within less than 30 days after the Closing Date by Life or any Life Subsidiary (without payment of any penalty or cost), or that provides benefits which are contingent, or the application of which is materially altered, upon consummation the occurrence of a transaction involving Life of the transactions nature contemplated by this Agreement will materially restrict or the ability of the Surviving Corporation BB&T Option Agreement, 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 agreement or plan, written or oral, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of or obligations under which will arise be increased, or the vesting of the benefits of which will be increased or accelerated accelerated, by the occurrence of the execution and delivery of this Agreement, receipt of the SCB Shareholder Approval or the announcement or consummation of any of the transactions contemplated by this Agreement or the BB&T Option Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the BB&T Option Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SCB; (v) (A) that relates to the incurrence of indebtedness by SCB or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by SCB or any of its Subsidiaries of, or any similar commitment by SCB or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of SCB or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of SCB or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $100,000 per annum other than any such contracts which are terminable by SCB or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by SCB or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of SCB or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any Person, business or asset and under which SCB or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in matter Disclosed pursuant to this Section 6.13(a3.15(a) (excluding any SCB Benefit Plan), whether or not set forth is in the SCB Disclosure Schedule, is referred to herein as a “SCB Contract”. SCB has made available to CBC true, correct full force and complete copies of each SCB Contract in effect as of the date hereofeffect.