Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “"material contract” " within the meaning of Item 601(b)(10) of the SEC’s 's Regulation S-K, (2) in the case of the CompanyCompany only, (A) any agreement, contract, arrangement, commitment or understanding that contains (xA) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (yB) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries subsidiaries; (or, following consummation 3) in the case of the transactions contemplated herebyCompany only, Parent any agreement, contract, arrangement, commitment or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) understanding that involves performance of services or delivery of goods or materials toto or by, or expenditures byor receipts of, the Company it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term300,000, other than loans, funding arrangements and other transactions made any loan commitment entered in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, ; (C4) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course case of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiariessubsidiaries with any other Person; and (5) that is material to in the case of the Company or its subsidiariesonly, or (F) any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company PNC nor any of its subsidiaries subsidiaries, nor Seller nor any of its subsidiaries, is in default under any Company Material Contractmaterial contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the CompanyCompany only, (A) any agreement, contract, arrangement, commitment or understanding that contains (xA) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) Subsidiaries is or would be conducted or (yB) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries subsidiaries; (or, following consummation 3) in the case of the transactions contemplated herebyCompany only, Parent any agreement, contract, arrangement, commitment or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) understanding that involves performance of services or delivery of goods or materials toto or by, or expenditures byor receipts of, the Company it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term300,000, other than loans, funding arrangements and other transactions made any loan commitment entered in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, ; (C4) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course case of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiariessubsidiaries with any other Person; and (5) that is material to in the case of the Company or its subsidiariesonly, or (F) any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company PNC nor any of its subsidiaries subsidiaries, nor Seller nor any of its subsidiaries, is in default under any Company Material Contractmaterial contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herebyherein (either alone or upon the occurrence of any additional acts or events), Parent (v) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves payments in excess of $250,000 per year, (vi) pursuant to which it or one of its Subsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $250,000 per year, (viii) involves Intellectual Property (as defined herein), other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses, that is material to its business or the business of any of its Subsidiaries, (ix) relating to the borrowing of money by it or any of its subsidiaries) to own, operate, sell, transfer, pledge Subsidiaries or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company guarantee by it or any of its subsidiaries Subsidiaries of an amount or value in excess of $200,000 over its remaining term, any such obligation (other than loansdeposit liabilities, funding arrangements advances and other transactions made loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the banking party’s business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services that is material to its business or treatment to a party the business of any of its Subsidiaries and involves payments in excess of $250,000 per year or (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2020 to the date hereof, (D) no other party to any such contract is, to its Knowledge, in default in any material respect, and (E) no other party to any such contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any such contract as a result of the Pandemic or the Pandemic Measures.

Material Contracts; Defaults. (1) Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, K or (2) in the case of the Company, (A) that contains (x) contains any non-competition noncompetition or exclusive dealing agreements or other agreement or obligation which that purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or conducted, (y) any agreement that grants any right of first refusal or refusal, right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, or (z) relates to the incurrence of indebtedness (other than deposit liabilities and advances and loans from the FHLB of New York incurred in the ordinary course of business consistent with past practice) by the Company or any of its subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 500,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect relates to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) is with or relates to a labor union or guild (including any collective bargaining agreement), (E) containing contains a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing provides for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the CompanyCompany and OREO-related arrangements), (G) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties, (H) relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (I) provides for material payments to be made by the Company or any of its subsidiaries upon a change in control thereof, or (J) relates to material Proprietary Rights. Each agreement, contract, arrangement, commitment or understanding of the Company of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract.”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements ANCX represents and other documents filed as exhibits warrants to its Regulatory Filings, as UBSH that: As of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (A) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-K, (2) K that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the case date of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businessthis Agreement, (B) that involves performance prohibits or restricts the conduct of services or delivery of goods or materials to, or expenditures by, the Company business by it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, Subsidiaries or any such agreement, contract, arrangement, commitment of its personnel in any geographic area or understanding that is terminable on 60 days its or less notice without payment their ability to compete in any line of any termination fee or penaltybusiness, (C) with respect to the employment of an officer, director or consultant, including any directorsemployment, officersseverance, employees termination, consulting or consultantsretirement agreement, (D) that would be terminable other than by it or any of its Subsidiaries or under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herein (either alone or upon the occurrence of any additional acts or events), (E) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein, (F) pursuant to which ANCX or one of its Subsidiaries leases real property to or from any other Person, (G) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $400,000 per year, (H) involves Intellectual Property (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (I) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreement payables or trade payables and contracts relating to borrowings or guarantees made in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (EJ) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing telecommunication services, (K) pursuant to which ANCX or treatment one of its Subsidiaries has agreed with any third party to a party change of control transaction such as an acquisition, divestiture or merger or contains a put, call or similar right involving the purchase or sale of any equity interests or assets of any Person and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other than the Company contingent obligations) that are still in effect, (L) that provides for indemnification by ANCX or its subsidiariesSubsidiaries of any Person, except for non-material contracts entered into in the ordinary course, or (M) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (A) through (L) above (any such being referred to as a an “Company ANCX Material Contract”). Neither With respect to each ANCX Material Contract: (W) the Company contract is in full force and effect, (X) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material ContractDefault thereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultDefault, (Y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2017 to the date hereof and (Z) no other party to any such contract is, to its Knowledge, in Default in any material respect.

Material Contracts; Defaults. (i) Except for those agreements and other the documents filed as exhibits to its Regulatory Filings, as set forth in Section 5.2(j) of the date hereofCompany Disclosure Schedule, neither it the Company nor any of its subsidiaries Subsidiaries is a party to, to or bound by or subject to any agreementto, contract, arrangement, commitment in each case whether written or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, oral: (A) any contract relating to the incurrence of indebtedness from a Third Party (including sale and leaseback transactions, capitalized lease transactions, and other similar financing transactions), including any such contract that contains provisions that in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted that will be acquired, directly or indirectly, by Purchaser, (xB) any non-competition contract or exclusive dealing agreements any other contract or other agreement or material obligation which that purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of which the business of the Company and or any of its subsidiaries (orSubsidiaries, or following consummation of the transactions contemplated herebyTransaction, Parent Purchaser’s businesses, is or would be conducted, (C) any agreement that relates primarily to indemnification by the Company or any of its subsidiaries) is or would be conducted or Subsidiaries of any Person, (yD) any agreement joint venture or partnership contract, (E) any contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) Subsidiaries to own, operate, sell, transfer, pledge pledge, or otherwise dispose of any material amount of assets or business, business (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other in connection with financing transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than contracts entered into in the ordinary course of business and consistent with past practice, (D) practice that require the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to a labor union or guild (including any collective bargaining agreementthe contract), (EF) any contract providing for any future payments that are conditioned, in whole or in part, on a change of control of the Company or similar event, (G) any multi-year insurance contract, (H) any insurance contract containing any rate guarantees, rate caps or rate escalators, (I) any contract that contains a “most favored nation” clause or requires any type of exclusive dealing or similar arrangement by the Company or any of its Subsidiaries, (J) any material agency, sales representative, distributor or similar contract involving payments in excess of $100,000, (K) any reinsurance treaty or facultative reinsurance contract (in each case applicable to insurance in force or for which the Company or any of its Subsidiaries are entitled to any recovery), (L) any guarantees or “stop loss” agreements or arrangements, (M) any agreement or understanding with, or restriction imposed by, a Governmental Authority or other similar term providing preferential pricing Third Party relating to the payment of dividends or treatment maintenance of capital by the Company or any of its Subsidiaries, (N) any agreement or commitment to make any loan, advance, or capital contribution to, or investment in, any Person other than a party direct or indirect wholly owned Subsidiary of the Company, (O) all Leases, (N) any agreement granting or obtaining any right to use or practice any rights under any material Intellectual Property (other than the Company licenses for readily available commercial software having an acquisition price of less than $100,000), (P) any material outsourcing agreements (including those pursuant to which call center or its subsidiariescustomer service functions are performed), (Q) any other contracts not listed above that is involve annual revenues or annual expenditures in excess of $500,000, (R) any material contract as defined by Item 601(b)(10) of Regulation S-K and (S) any other contracts not listed above that are material to the Company or and its subsidiaries, or Subsidiaries taken as a whole (Fthe Contracts of a type covered by clauses (A) providing for the indemnification by the Company or its subsidiaries of any Person to (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is S) being referred to as a the “Material Contracts”). The Company has listed in Section 5.2(j)(i) of the Company Disclosure Schedule and made available to Purchaser true, correct and complete copies of each such Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed this Agreement or as exhibits to its Regulatory Filings, as set forth in Section 3.11 of the date hereofSeller Disclosure Schedule, neither it Seller nor any of its subsidiaries Subsidiaries is a party to, bound by or subject affected by, or obligated to pay benefits under (a) any agreement, contractindenture or other instrument relating to the borrowing of money (other than in the case of FHLB advances and federal funds purchased) or the guarantee of any obligation by it; (b) any agreement, arrangementarrangement or commitment relating to the employment of a consultant or the employment, commitment election or retention in office of any present or former director, advisory director, officer or employee of Seller or any of its Subsidiaries; (c) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) will or may become due to any present or former director, advisory director, officer or employee of Seller or any of its Subsidiaries as a result of Seller or SMB entering into this Agreement, the approval of this Agreement by Seller's stockholders or the consummation of any of the transactions contemplated hereby (assuming for purposes hereof that such Person's employment is involuntarily terminated without cause in connection with the transactions contemplated hereby); (d) any agreement, arrangement or understanding (1other than as provided in the articles of incorporation or bylaws or equivalent document of Seller or any of its Subsidiaries) that pursuant to which Seller or any of its Subsidiaries is obligated to indemnify any present or former director, advisory director, officer, employee or agent of Seller or any of its Subsidiaries; (e) any agreement, arrangement or understanding to which Seller or any of its Subsidiaries is a “party or by which it is bound which limits in any way the conduct of business by Seller or any of its Subsidiaries (including without limitation a non-compete or similar provision); (f) any agreement pursuant to which loans (or participations) have been sold by Seller or any of its Subsidiaries, which imposes any potential recourse obligations (by representation, warranty, covenant or other contractual terms) upon Seller or any of its Subsidiaries; (g) any subservicing agreement; (h) to the extent not included within any of clauses (a) through (g) above, any "material contract” " within the meaning of Item 601(b)(10601(b) of the SEC’s 's Regulation S-K, ; or (2) in the case of the Company, (A) that contains (xi) any non-competition other material agreement, commitment or exclusive dealing agreements understanding imposing a monetary or other agreement or forbearance obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent on Seller or any of its subsidiaries) to solicit customers or the manner in which, or the localities in whichSubsidiaries (collectively, all such agreements, arrangements, commitments and understandings referenced in this Section 3.11, the "Seller Contracts"). For purposes of subsection (i), a material agreement, commitment or understanding shall not include any portion of the business of the Company and its subsidiaries (ordeposit account liability, following consummation of the transactions contemplated herebybrokerage account, Parent any arrangement which is terminable by Seller or any of its subsidiaries) is Subsidiaries on 30 days or would be conducted less advance written notice without penalty or (y) premium or any agreement that grants any right monetary obligation of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Seller or any of its subsidiaries (or, following consummation of Subsidiaries which involves the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other less than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”$20,000 per year. Neither the Company Seller nor any of its subsidiaries Subsidiaries is in default under any Company Material Seller Contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of (1) Neither the date hereof, neither it Company nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any currently effective agreement, contract, arrangement, commitment or understanding (1A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, ; (2) in the case of the Company, (AB) that contains (x) any non-competition or exclusive dealing agreements is a credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other agreement instrument or obligation pursuant to which purports to limit or restrict in any respect the ability of the Company or its subsidiaries “indebtedness” (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesas defined below) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries is outstanding or may be incurred; (orC) that is a collective bargaining agreement; (D) that is an employment or consulting agreement, following consummation contract or binding commitment providing for annual compensation or annual payments in excess of $250,000 in the transactions contemplated hereby, Parent current or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, future year; (BE) that involves performance is an agreement, contract or commitment of services indemnification or delivery guaranty not entered into in the Ordinary Course of goods Business providing for indemnification which would reasonably be expected to exceed $250,000, as well as any agreement, contract or materials to, commitment of indemnification or expenditures by, guaranty between the Company or any of its subsidiaries Subsidiaries and any of an amount their respective officers or value in excess of $200,000 over its remaining termdirectors, other than loans, funding arrangements and other transactions made in the ordinary course irrespective of the banking amount; (F) that is an agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any such agreement, contract, arrangement, commitment product or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild service (including any collective bargaining agreement), (E) containing a “most favored nation” clause clauses), or which, following the consummation of the Merger, could so limit Parent or any of its affiliates (including the Surviving Corporation), including any contract clause, mitigation plan, or other limitation with respect to “Organizational Conflicts of Interest,” as that term is used in Federal Acquisition Regulation Subpart 9.5; (G) that is a material partnership, joint venture, teaming or similar term providing preferential pricing agreement or treatment to arrangement; (H) that is a party (other than contract or agreement involving a standstill or similar obligation of the Company or any of its subsidiariesSubsidiaries to a third party; (I) the termination or cancellation of which by any other party thereto, or under which the acceleration of any obligation or the loss of any benefit, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company; or (J) that contemplates or provides for actual or potential payments to or from the Company and/or any of its Subsidiaries in excess of $2,500,000 in the aggregate during the term thereof (each, other than to the extent it would include a Benefit Arrangement, a “Material Contract”). Section 3.01(k) of the Disclosure Schedule lists each of the Material Contracts that as of the date of this Agreement is material in effect or otherwise binding on the Company or any of its Subsidiaries or their respective properties or assets, other than those contracts or agreements that have been filed as exhibits to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services Regulatory Filings prior to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company)date of this Agreement. Each agreement, contract, arrangement, commitment or understanding For purposes of the type described in this Section 4.3(k3.01(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. (1) Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as set forth in Section 3.01(k)(1) of the date hereofDisclosure Schedule, neither it the Company nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any currently effective agreement, contract, arrangement, commitment or understanding (1A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, ; (2) in the case of the Company, (AB) that contains (x) any non-competition or exclusive dealing agreements is a credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other agreement instrument or obligation pursuant to which purports to limit or restrict in any respect the ability of the Company or its subsidiaries “indebtedness” (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesas defined below) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries is outstanding or may be incurred; (orC) that is a collective bargaining agreement; (D) that is an employment or consulting agreement, following consummation contract or binding commitment providing for annual compensation or annual payments in excess of $250,000 in the transactions contemplated hereby, Parent current or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, future year; (BE) that involves performance is an agreement, contract or commitment of services indemnification or delivery guaranty not entered into in the Ordinary Course of goods Business providing for indemnification which would reasonably be expected to exceed $250,000, as well as any agreement, contract or materials to, commitment of indemnification or expenditures by, guaranty between the Company or any of its subsidiaries Subsidiaries and any of an amount their respective officers or value in excess of $200,000 over its remaining termdirectors, other than loans, funding arrangements and other transactions made in the ordinary course irrespective of the banking amount; (F) that is an agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any such agreement, contract, arrangement, commitment product or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild service (including any collective bargaining agreement), (E) containing a “most favored nation” clause clauses), or other which, following the consummation of the Merger, could so limit Parent or any of its affiliates (including the Surviving Corporation); (G) that is a material partnership, joint venture, teaming or similar term providing preferential pricing agreement or treatment to arrangement; (H) that is a party (other than contract or agreement involving a standstill or similar obligation of the Company or any of its subsidiariesSubsidiaries to a third party; (I) the termination or cancellation of which by any other party thereto, or under which the acceleration of any obligation or the loss of any benefit, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company; or (J) that contemplates or provides for actual or potential payments to or from the Company and/or any of its Subsidiaries in excess of $2,500,000 in the aggregate during the term thereof (each, other than to the extent it would include a Benefit Arrangement, a “Material Contract”). Section 3.01(k)(1) of the Disclosure Schedule lists each of the Material Contracts that as of the date of this Agreement is material to in effect or otherwise binding on the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material ContractSubsidiaries or their respective properties or assets. For purposes of this Section 3.01(k)(1), and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.“

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as None of the date hereof, neither it nor Company or any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreementContract (whether written or oral) (any such Contract in the following categories, contract, arrangement, commitment or understanding a “Material Contract”): (1i) (A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case K and that has not been filed as an exhibit to one of the Company, Company SEC Reports; (AB) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of containing covenants binding upon the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement Subsidiaries that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit restrict the ability of the Company or any of its subsidiaries Subsidiaries (oror which, following the consummation of the transactions contemplated herebyMerger, Parent would materially restrict the ability of Parent, the Surviving Corporation or its Subsidiaries) to compete in any business or geographic area or which grant “most favored nation” status that, following the Merger, would apply to the Surviving Corporation or any of its subsidiariesSubsidiaries; (C) to own, operate, sell, transfer, pledge or otherwise dispose that could require the disposition of any material assets or businessline of business of the Company or its Subsidiaries or, after the Effective Time, the Surviving Corporation or any of its Subsidiaries; or (BD) that involves performance prohibits or limits the right of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount Subsidiaries to sell or value distribute any products or services in any material respect; (ii) (A) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales in excess of $200,000 over 50,000; or (B) involving any expenditures or commitments to purchase relating to information technology in excess of $25,000; (iii) relating to any direct or indirect indebtedness for borrowed money of the Company or any of its remaining termSubsidiaries (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other than loansundertakings on which others rely in extending credit, funding arrangements and other transactions made but excluding deposits received in the ordinary course of the banking business), or any such agreementconditional sales Contracts, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) chattel mortgages and other security arrangements with respect to the employment of personal property and any directors, officers, employees equipment lease agreements involving payments to or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is Subsidiaries in default under any Company Material Contract, and there has not occurred any event that, with excess of $500,000 over the lapse of time or the giving of notice or both, would constitute such a default.remaining term;

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby, Parent herein (either alone or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose upon the occurrence of any assets additional acts or businessevents), (Bv) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value payments in excess of $200,000 over per year, (vi) pursuant to which it or one of its remaining termSubsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $200,000 per year, (viii) involves Intellectual Property (other than loanscontracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, funding arrangements (ix) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than deposit liabilities, advances and other transactions made loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the banking party’s business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services that is material to its business or treatment to a party the business of any of its Subsidiaries and involves payments in excess of $200,000 per year or (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2019 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereofthis Agreement, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (collectively, "Material Contracts"), (i) that is a “"material contract” " within the meaning of Item 601(b)(10) of the SEC’s 's Regulation S-K, (2) in the case of the Company, (Aii) that contains (x) any non-competition restricts or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict limits in any respect way the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiariesSubsidiaries (including without limitation a non-compete or similar provision), (iii) to solicit customers that is a consulting agreement or data processing, software programming or licensing contract involving the manner in which, or the localities in which, all or payment of more than $25,000 per year (other than any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent such contracts which are terminable by it or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable Subsidiaries on 60 days or less notice without any required payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultantsother conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ev) containing that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of it or its Subsidiaries, (vi) that involves the purchase or sale of assets with a “most favored nation” clause purchase price of $25,000 or other similar term providing preferential pricing more in any single case or treatment to a party $50,000 or more in all such cases (other than purchases and sales of investment securities and loans in the Company ordinary course of business consistent with past practice) or its subsidiaries(vii) that is material to the Company or its subsidiarieswith respect to, or (F) providing for the indemnification by the Company otherwise commits it or any of its subsidiaries of Subsidiaries to do, any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”foregoing. Neither the Company it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractcontract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements The Company has Previously Disclosed a complete and other documents filed as exhibits accurate list of all material Contracts to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesSubsidiaries is a party, including the following categories: (i) any Contract that (A) is not terminable at will both without cost or other liability to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesSubsidiaries and upon notice of ninety (90) is days or would be conducted less and (B) which provides for fees or other payments in excess of $150,000 per annum or in excess of $300,000 for the remaining term of the Contract; (yii) any agreement that grants Contract with a term beyond the Effective Time under which the Company or any right of first refusal its Subsidiaries created, incurred, assumed, or right guaranteed (or may create, incur, assume, or guarantee) indebtedness for borrowed money (including capitalized lease obligations); (iii) any Contract restricting the conduct of first offer business by the Company or similar right any of its Subsidiaries; (iv) any Contract to which the Company or that limits any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director, employee or purports to limit the ability equity holder of any of the Company or any of its subsidiaries Subsidiaries, on the other hand, is a party or beneficiary; (or, following consummation of the transactions contemplated hereby, Parent or v) any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, Contract between the Company or any of its subsidiaries Subsidiaries and any insurance company which has authorized the Company or any of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made Subsidiaries to act as such insurance company's representative in the ordinary course sale, placement, writing or administration of the banking business, or insurance; (vi) any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) Contract with respect to the employment of of, or payment to, any present or former directors, officers, employees or consultants; (vii) any Contract involving the purchase or sale of assets with a book value greater than $300,000 entered into since December 31, other than in the ordinary course of business consistent 1996; and (viii) any Contract with past practice, (D) with or respect to a labor union or guild (including warehouse line of credit, any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of Loan Servicing Agreement and any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”Investor Commitment. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the Company's knowledge, any other party thereto is in default under any Company Material Contract, such Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.. (k)

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby, Parent herein (either alone or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose upon the occurrence of any assets additional acts or businessevents), (Bv) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value payments in excess of $200,000 over per year, (vi) pursuant to which it or one of its remaining termSubsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $200,000 per year, (viii) involves Intellectual Property (as defined herein), other than loanscontracts entered into in the ordinary course with customers and “shrink-wrap” software licenses, funding arrangements that is material to its business or the business of any of its Subsidiaries, (ix) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than deposit liabilities, advances and other transactions made loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the banking party’s business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services that is material to its business or treatment to a party the business of any of its Subsidiaries and involves payments in excess of $200,000 per year or (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2019 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.

Material Contracts; Defaults. Except for those agreements and other documents filed this Agreement or as exhibits to its Regulatory Filings, as set forth in Section 3.11 of the date hereofSeller Disclosure Schedule, neither it Seller nor any of its subsidiaries Subsidiaries is a party to, bound by or subject affected by, or obligated to pay benefits under (a) any agreement, contractindenture or other instrument relating to the borrowing of money (other than in the case of FHLB advances and federal funds purchased) or the guarantee of any obligation by it; (b) any agreement, arrangementarrangement or commitment relating to the employment of a consultant or the employment, commitment election or retention in office of any present or former director, advisory director, officer or employee of Seller or any of its Subsidiaries; (c) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) will or may become due to any present or former director, advisory director, officer or employee of Seller or any of its Subsidiaries as a result of Seller or FCB entering into this Agreement, the approval of this Agreement by Seller's stockholders or the consummation of any of the transactions contemplated hereby (assuming for purposes hereof that such Person's employment is involuntarily terminated without cause in connection with the transactions contemplated hereby); (d) any agreement, arrangement or understanding (1other than as provided in the articles of incorporation or bylaws or equivalent document of Seller or any of its Subsidiaries) that pursuant to which Seller or any of its Subsidiaries is obligated to indemnify any present or former director, advisory director, officer, employee or agent of Seller or any of its Subsidiaries; (e) any agreement, arrangement or understanding to which Seller or any of its Subsidiaries is a “party or by which it is bound which limits in any way the conduct of business by Seller or any of its Subsidiaries (including without limitation a non-compete or similar provision); (f) any agreement pursuant to which loans (or participations) have been sold by Seller or any of its Subsidiaries, which imposes any potential recourse obligations (by representation, warranty, covenant or other contractual terms) upon Seller or any of its Subsidiaries; (g) any subservicing agreement; (h) to the extent not included within any of clauses (a) through (g) above, any "material contract” " within the meaning of Item 601(b)(10601(b) of the SEC’s 's Regulation S-K, ; or (2) in the case of the Company, (A) that contains (xi) any non-competition other material agreement, commitment or exclusive dealing agreements understanding imposing a monetary or other agreement or forbearance obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent on Seller or any of its subsidiaries) to solicit customers or the manner in which, or the localities in whichSubsidiaries (collectively, all or any portion of the business of the Company such agreements, arrangements, commitments and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described understandings referenced in this Section 4.3(k3.11, the "Seller Contracts"), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any For purposes of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.subsection (i),

Material Contracts; Defaults. Except for those agreements and other documents filed this Agreement or as exhibits to its Regulatory Filings, as set forth in Section 3.11 of the date hereofTammcorp Disclosure Schedule, neither it Tammcorp nor any of its subsidiaries Subsidiaries is a party to, bound by or subject affected by, or obligated to pay benefits under (a) any agreement, contractindenture or other instrument relating to the borrowing of money (other than in the case of FHLB advances and federal funds purchased) or the guarantee of any obligation by it; (b) any agreement, arrangementarrangement or commitment relating to the employment of a consultant or the employment, commitment election or retention in office of any present or former director, advisory director, officer or employee of Tammcorp or any of its Subsidiaries; (c) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) will or may become due to any present or former director, advisory director, officer or employee of Tammcorp or any of its Subsidiaries as a result of Tammcorp or Capaha entering into this Agreement, the approval of this Agreement by Tammcorp's stockholders or the consummation of any of the transactions contemplated hereby (assuming for purposes hereof that such Person's employment is involuntarily terminated without cause in connection with the transactions contemplated hereby); (d) any agreement, arrangement or understanding (1other than as provided in the articles of incorporation or bylaws or equivalent document of Tammcorp or any of its Subsidiaries) that pursuant to which Tammcorp or any of its Subsidiaries is obligated to indemnify any present or former director, advisory director, officer, employee or agent of Tammcorp or any of its Subsidiaries; (e) any agreement, arrangement or understanding to which Tammcorp or any of its Subsidiaries is a “party or by which it is bound which limits in any way the conduct of business by Tammcorp or any of its Subsidiaries (including without limitation a non-compete or similar provision); (f) any agreement pursuant to which loans (or participations) have been sold by Tammcorp or any of its Subsidiaries, which imposes any potential recourse obligations (by representation, warranty, covenant or other contractual terms) upon Tammcorp or any of its Subsidiaries; (g) any subservicing agreement; (h) to the extent not included within any of clauses (a) through (g) above, any "material contract” " within the meaning of Item 601(b)(10601(b) of the SEC’s 's Regulation S-K, ; or (2) in the case of the Company, (A) that contains (xi) any non-competition other material agreement, commitment or exclusive dealing agreements understanding imposing a monetary or other agreement or forbearance obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent on Tammcorp or any of its subsidiaries) to solicit customers or the manner in which, or the localities in whichSubsidiaries (collectively, all such agreements, arrangements, commitments and understandings referenced in this Section 3.11, the "Tammcorp Contracts"). For purposes of subsection (i), a material agreement, commitment or understanding shall not include any portion of the business of the Company and its subsidiaries (ordeposit account liability, following consummation of the transactions contemplated herebybrokerage account, Parent any arrangement which is terminable by Tammcorp or any of its subsidiaries) is Subsidiaries on 30 days or would be conducted less advance written notice without penalty or (y) premium or any agreement that grants any right monetary obligation of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Tammcorp or any of its subsidiaries (or, following consummation of Subsidiaries which involves the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other less than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”$20,000 per year. Neither the Company Tammcorp nor any of its subsidiaries Subsidiaries is in default under any Company Material Tammcorp Contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereofthis Agreement, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (Aii) that contains (x) any non-competition restricts or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict limits in any respect way the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiariesSubsidiaries (including without limitation a non-compete or similar provision), (iii) to solicit customers that is a consulting agreement or data processing, software programming or licensing contract involving the manner in which, or the localities in which, all or payment of more than $25,000 per year (other than any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent such contracts which are terminable by it or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable Subsidiaries on 60 days or less notice without any required payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultantsother conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ev) containing that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of it or its Subsidiaries, (vi) that involves the purchase or sale of assets with a “most favored nation” clause purchase price of $50,000 or other similar term providing preferential pricing more in any single case or treatment to a party $100,000 or more in all such cases (other than purchases and sales of investment securities and loans in the Company ordinary course of business consistent with past practice) or its subsidiaries(vii) that is material to the Company or its subsidiarieswith respect to, or (F) providing for the indemnification by the Company otherwise commits it or any of its subsidiaries of Subsidiaries to do, any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”foregoing. Neither the Company it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractcontract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.