Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) None of the Companies nor any of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except as disclosed in Section 4.13(a) of the Companies Parent Disclosure Schedule, (i) neither Parent nor any of their its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies results of operations, cash flows or financial condition of Parent and their its Subsidiaries taken as on a wholeconsolidated basis, (ii) that contains a non-compete or client or customer non-solicit requirement no commitment, agreement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, instrument to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies which Parent or any of their respective its Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates is a party or by which any of them is bound limits the Companies freedom of Parent or any of its Subsidiaries to conduct business on an exclusive or preferential basis with compete in any third party or upon consummation line of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basisbusiness, in any case geographic area or with any person, and (iii) neither Parent nor any of the preceding which its Subsidiaries is material, a party to (ivA) with or to a labor union or guild (including any collective bargaining agreement), agreement or (vB) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or any other agreement relating or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material indebtedness assets or properties of any Company Parent or any of its Subsidiaries, (II) requires referrals of business or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies Parent or any of their its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an investment inexclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise provide funds tootherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any personcontract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in each case Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in an amount default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $1 million; (viii) that is with an agency50,000 to any party, brokerincluding but not limited to, insurer any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other person that accounted for 1% or more of than the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions payments contemplated by this Agreement. . (d) Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a)4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Company Parent Contract.” (b) (i) Each Company Contract is valid and binding on ” in effect as of the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject date hereof. Parent has previously made available to the Bankruptcy Company true and Equity Exception), and is complete copies of each Parent Contract in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part effect as of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractdate hereof.

Certain Contracts. (aExcept as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) None of the Companies Company Disclosure Schedule, neither the Company nor any of their Subsidiaries its subsidiaries is a party to or bound by (a) any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material the incurring of indebtedness of any by the Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; subsidiaries (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount including sale and leaseback transaction in excess of $1 million; (viii2,100,000 and including capitalized lease transactions and other similar financing transactions) that is with an agencyincluding, brokerwithout limitation, insurer any such agreement which contains provisions which in any non-de-minimis manner restrict, or other person that accounted for 1% or more may restrict, the conduct of business of the sales issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies SEC), (c) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and their Insurance Subsidiariesits subsidiaries, taken as a whole, for the 12 months ended June 30or, 2008; (ix) that provides for the indemnification following consummation of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each , Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) 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 to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), arrangement(g) any contract or agreement providing for any material future payments that are conditioned, commitment in whole or understanding in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is clauses (a) through (n) being referred to herein as a “"Company Contract.” (b) (i) Material Contracts"). Each Company Material Contract is valid and binding on the applicable Company or its applicable Subsidiary(or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect, (ii) each . Neither the Company and each nor any of its Subsidiaries andsubsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to Seller’s knowledgethe knowledge of the Company, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or does there exist any condition exists that constitutes or, after notice or lapse which with the passage of time or both, will constitute, the giving of notice or both would result in such a breach, violation or default on the part of the applicable under) any Company or any of its Subsidiaries or, to Seller’s knowledge, Material Contract by any other party thereto under any such thereto. Prior to the date hereof, the Company Contracthas made available to Parent true and complete copies of all Company Material Contracts. No notice Except as set forth in Section 3.1(f) of default or termination has been received under any the Company Contract. There Disclosure Schedule, there are no disputes pending orprovisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to Seller’s knowledge, threatened with respect to any Company Contractits term.

Certain Contracts. (a) None of the Companies nor such Party or any of their its Subsidiaries has entered into any contract or other arrangement with respect to its Contributed Business which is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) outstanding and: (i) that which is outside the ordinary course of business or not on arm’s length terms and when taken together with all other contracts or arrangements which are outside the ordinary course of business or not on arm’s length terms is material to the Companies business, financial condition or results of operations of such Party’s Contributed Business, except for, to the extent permitted by Applicable Law, any contract or arrangement which is with such Party’s Subsidiary and their Subsidiaries taken as in accordance with such Party’s policies and procedures governing transactions between members of such Party’s group applied on a whole, consistent basis; (ii) that contains which establishes or governs any joint venture, consortium, partnership or profit (or loss) sharing agreement or arrangement with a non-compete Third Party; (iii) under which such Party or client any of its Subsidiaries has sold or customer non-solicit requirement disposed of any company or other provision that restricts the conduct ofbusiness where it remains subject to any Liability (whether contingent or otherwise) which is a Contributed Liability; (iv) which involves or is likely to involve Liability or commitment in respect of capital expenditure, Real Property or information technology in relation to such Party’s Contributed Business which is of more than JPY 100,000,000, or the manner is otherwise an obligation of conductinga material nature or magnitude, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict each case which is a Contributed Liability; (v) which prohibits or materially restricts the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies such Party or any of its Subsidiaries to conduct its Contributed Business in any geographical area, or any business on an exclusive area, or preferential basis compete with any third party Person, or upon that contain exclusivity, preferred provider, most favored nation, take or pay or similar restrictions; (vi) which requires the referral of any business or requires such Party’s Contributed Business to make available investment or other business opportunities or products or services on a priority or exclusive basis to the extent material to such Party’s Contributed Business; (vii) as to which any benefits will be reduced, increased, accelerated, delayed or otherwise modified by virtue of the consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding hereby; (viii) which is materiala recognition, procedural or other agreement between such Party’s Contributed Business and any labor union; or (ivix) with which is a bid, tender, proposal or offer which, if accepted, would result in such Party’s Contributed Business being committed to any agreement or arrangement of a labor union or guild kind described in paragraphs (including any collective bargaining agreement), (vi) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contractabove.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Camber Disclosure Schedule, as of the date hereof, neither Camber nor any of their Subsidiaries Camber Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (each, a “Contract”), including any Camber Lease (defined below) but excluding any Camber Benefit Plan, that has not expired or been terminated as of the date of this Agreement (such that none of its provisions remains in force or effect, other than provisions of the type that customarily survive pursuant to their terms and that are not expected to give rise to material liability or materially restrict the business of Camber) and: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Camber or any geographic area, or, to of the knowledge of Seller, Camber Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies Camber or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Camber Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of Camber or any Camber Subsidiary, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Camber or any Camber Subsidiary of, or any similar commitment by Camber or any Camber Subsidiary with respect to, the obligations, liabilities or indebtedness of any Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 500,000 or more, other than any Camber Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of most recent fiscal year exceeded $500,000 for Camber and the Companies and their Insurance Camber Subsidiaries, taken as a whole, pursuant to which Camber and the Camber Subsidiaries purchase or lease from such manufacturer, vendor, lessor, or other supplier (but excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vi) that is with any customer with respect to which customer the aggregate annual revenue for the 12 months ended June 30most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, 2008; taken as a whole, pursuant to which such customer purchases products and services from Camber and the Camber Subsidiaries (excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vii) that grants any right of first refusal, right of first offer, or right of first negotiation with respect to any material assets, rights or properties of Camber or the Camber Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $50,000 per annum (other than any such Contracts which are terminable by Camber or any Camber Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Camber or any of their Subsidiaries; Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, other than those that are received pursuant to Non-Scheduled Contracts (defined below); (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of Camber or any Camber Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between Camber and its wholly-owned Subsidiaries or among Camber’s wholly-owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich Camber or the Camber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) None of Neither the Companies Company nor any of their Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated hereby could restrict by this Agreement will (either alone or upon the ability occurrence of Buyersany additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Companies Company, the Final Surviving Corporation, or any of their respective Subsidiaries to engage in any line officer or employee of business in the Company or any geographic areaSubsidiary thereof, (iii) that obligates any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon or, following consummation of the transactions contemplated hereby will obligate BuyersTransaction, the Companies Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any of their respective Subsidiaries to conduct business with any third party on an exclusive material assets or preferential basis, in any case of the preceding which is materialbusiness, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee containing a “most favored nation” clause or other agreement relating similar term providing preferential pricing or treatment to material indebtedness of any a party (other than the Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer material to the Company or other person that accounted for 1% or more of the sales of the Companies and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a)5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto Company Subsidiary has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except as set forth in Section 6.14(a) of the Companies Pinnacle Disclosure Schedule or as filed with any Pinnacle Reports, as of the date hereof, neither Pinnacle nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Pinnacle Benefit Plan and any contract, arrangement, commitment or understanding solely among Pinnacle and any wholly owned Subsidiaries of Pinnacle or solely among wholly owned Subsidiaries of Pinnacle: (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that which contains a non-compete or client or customer non-solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Pinnacle or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Entity or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild with respect to any employees of Pinnacle or any of its Subsidiaries (including any collective bargaining agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Pinnacle Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Pinnacle; (v) that pertains to a material joint venture or material partnership agreement; (viA) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating relates to material the incurrence of indebtedness of any Company by Pinnacle or any of its Subsidiaries, or of including any third party for which sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries Federal Home Loan Bank and securities sold under agreements to make an investment in, or otherwise provide funds to, any personrepurchase, in each case incurred in an the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Pinnacle or any of its Subsidiaries of, or any similar commitment by Pinnacle or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount in excess of $1 million; 20,000,000 or more; (viiivi) that is grants any right of first refusal, right of first offer or similar right with an agencyrespect to any material assets, broker, insurer rights or other person that accounted for 1% properties of Pinnacle or more of the sales of the Companies and their Insurance its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Pinnacle or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, for other than the 12 months ended June 30condition of notice) other than with respect to indebtedness disclosed in any Pinnacle Reports; (viii) that is a settlement, 2008; consent or similar agreement and contains any material continuing obligations of Pinnacle or any of its Subsidiaries; (ix) that provides for relates to the indemnification acquisition or disposition of any officerperson, director business or employee of the Companies asset and under which Pinnacle or any of their Subsidiariesits Subsidiaries have or may have a material obligation or liability; or or (x) that would prevent, materially delay or materially impede the Companiesis material to Pinnacle’s and its Subsidiaries’ ability to consummate the transactions contemplated by this Agreementinvestment in BHG. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a6.14(a), whether or not set forth in the Company Pinnacle Disclosure Schedule, is referred to herein as a an “Company Pinnacle Contract.”” Pinnacle has made available to Synovus true, correct and complete copies of each Pinnacle Contract in effect as of the date hereof. (b) (i) Each Company Pinnacle Contract is valid and binding on the applicable Company Pinnacle or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (ii) each Company Pinnacle and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iii) to the knowledge of Pinnacle, each third-party counterparty to each Pinnacle Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such Pinnacle Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pinnacle, (iv) neither Pinnacle nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Pinnacle Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Pinnacle and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation material breach or default on the part of the applicable Company Pinnacle or any of its Subsidiaries or, to Seller’s knowledgethe knowledge of Pinnacle, any other party thereto thereto, of or under any such Company Pinnacle Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Pinnacle.

Certain Contracts. (a) None Except as set forth in Section 4.14(a) of the Companies Comerica Disclosure Schedule or as filed with any Comerica Reports, as of the date hereof, neither Comerica nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Comerica Benefit Plan and any contract, arrangement, commitment or understanding solely among Comerica and any wholly owned Subsidiaries of Comerica or solely among wholly owned Subsidiaries of Comerica: (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that which contains a non-compete or client or customer non-solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Comerica or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the transactions contemplated hereby could Mergers will materially restrict the ability of Buyers, the Companies Surviving Entity or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild with respect to any employees of Comerica or any of its Subsidiaries (including any collective bargaining agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Comerica Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Comerica; (v) that pertains to a material joint venture or material partnership agreement; (viA) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating relates to material the incurrence of indebtedness of any Company by Comerica or any of its Subsidiaries, including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Comerica or any of its Subsidiaries of, or any similar commitment by Comerica or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any third party other person, in the case of each of clauses (A) and (B), in the principal amount of $20,000,000 or more; (vi) pursuant to which (A) any license, covenant not to sue or other right is granted or received by Comerica or any of its Subsidiaries with respect to material Intellectual Property (other than non-exclusive licenses for which commercially available off-the-shelf Software or granted to customers in the Companies ordinary course of business) or their (B) Comerica or any of its Subsidiaries is a guarantor has assigned, transferred, sold, purchased, acquired or is otherwise liable; obtained, any material Intellectual Property, or has agreed to do any of the foregoing; (vii) that requires the Companies grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of their Subsidiaries to make an investment in, Comerica or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance its Subsidiaries, taken as a whole; (viii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Comerica or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, for other than the 12 months ended June 30, 2008; condition of notice) other than with respect to indebtedness disclosed in any Comerica Reports; (ix) that provides for the indemnification is a settlement, consent or similar agreement and contains any material continuing obligations of any officer, director or employee of the Companies Comerica or any of their its Subsidiaries; or or (x) that would preventrelates to the acquisition or disposition of any person, materially delay business or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementasset and under which Comerica or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.14(a), whether or not set forth in the Company Comerica Disclosure Schedule, is referred to herein as a “Company Comerica Contract.”” Comerica has made available to Fifth Third true, correct and complete copies of each Comerica Contract in effect as of the date hereof. (b) (i) Each Company Comerica Contract is valid and binding on the applicable Company Comerica or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica, (ii) each Company Comerica and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Comerica Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica, (iii) to the knowledge of Comerica, each third-party counterparty to each Comerica Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such Comerica Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica, (iv) neither Comerica nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Comerica Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Comerica and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation material breach or default on the part of the applicable Company Comerica or any of its Subsidiaries orSubsidiaries, or to Seller’s knowledgethe knowledge of Comerica, any other party thereto thereto, of or under any such Company Comerica Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Comerica.

Certain Contracts. (a) None Except as set forth in Section 3.14(a) of the Companies Discover Disclosure Schedule or as filed with any Discover Reports, as of the date hereof, neither Discover nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Discover Benefit Plan and any contract, arrangement, commitment or understanding solely among Discover and any wholly-owned Subsidiaries of Discover or solely among wholly owned Subsidiaries of Discover: (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that which contains a non-compete or client or customer non-solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Discover or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the transactions contemplated hereby could Mergers will materially restrict the ability of Buyers, the Companies Surviving Entity or any of their respective Subsidiaries its Affiliates to engage in any line of business or in any geographic area, region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild with respect to any employees of Discover or any its Subsidiaries (including any collective bargaining agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Discover Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Discover; (v) that pertains to a material joint venture or material partnership agreement; (viA) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating relates to material the incurrence of indebtedness of any Company by Discover or any of its Subsidiaries, including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Discover or any of its Subsidiaries of, or any similar commitment by Discover or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any third party for which other person, in the Companies case of each of clauses (A) and (B), in the principal amount of $40,000,000 or their Subsidiaries is a guarantor more; (vi) that grants any right of first refusal, right of first offer or is otherwise liable; similar right with respect to any material assets, rights or properties of Discover or its Subsidiaries; (vii) that requires is a consulting agreement or data processing, software programming or licensing contract involving the Companies payment by Discover or any of their its Subsidiaries to make an investment inof more than $20,000,000 per annum (other than any such contracts which are terminable by Discover or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, or otherwise provide funds to, any person, in each case in an amount in excess other than the condition of $1 million; notice); (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more one of the sales contracts related to the operations or the business of any of the Companies Discover Network, the PULSE network or Diners Club International (each, a “Network” and their Insurance Subsidiariescollectively, taken as a whole, for the 12 months ended June 30, 2008; “Networks”) listed on Section 3.14(a)(viii) of the Discover Disclosure Schedule; (ix) that provides for the indemnification of any officerlease, director or employee of the Companies sublease, license and other agreement under which Discover or any of their Subsidiaries; its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property pursuant to which the annual amount payable by Discover or any of its Subsidiaries is more than $10,000,000; (x) that would preventis a settlement, materially delay consent or materially impede similar agreement and contains any material continuing obligations of Discover or any of its Subsidiaries; or (xi) that relates to the Companies’ ability to consummate the transactions contemplated by this Agreementacquisition or disposition of any person, business or asset and under which Discover or its Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.14(a), whether or not set forth in the Company Discover Disclosure Schedule, is referred to herein as a “Company Discover Contract.”” Discover has made available to Capital One true, correct and complete copies of each Discover Contract in effect as of the date hereof. (b) (i) Each Company Discover Contract is valid and binding on the applicable Company Discover or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover, (ii) each Company Discover and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Discover Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover, (iii) to the knowledge of Discover, each third-party counterparty to each Discover Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such Discover Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover, (iv) neither Discover nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Discover Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Discover and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation material breach or default on the part of the applicable Company Discover or any of its Subsidiaries or, to Seller’s knowledgethe knowledge of Discover, any other party thereto thereto, of or under any such Company Discover Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Discover.

Certain Contracts. (a) None Except as set forth in Section 5.14(a) of the Companies Synovus Disclosure Schedule or as filed with any Synovus Reports, as of the date hereof, neither Synovus nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Synovus Benefit Plan and any contract, arrangement, commitment or understanding solely among Synovus and any wholly owned Subsidiaries of Synovus or solely among wholly owned Subsidiaries of Synovus: (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that which contains a non-compete or client or customer non-solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Synovus or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Entity or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild with respect to any employees of Synovus or any of its Subsidiaries (including any collective bargaining agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Synovus Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Synovus; (v) that pertains to a material joint venture or material partnership agreement; (viA) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating relates to material the incurrence of indebtedness of any Company by Synovus or any of its Subsidiaries, or of including any third party for which sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries Federal Home Loan Bank and securities sold under agreements to make an investment in, or otherwise provide funds to, any personrepurchase, in each case incurred in an the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Synovus or any of its Subsidiaries of, or any similar commitment by Synovus or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount in excess of $1 million; 20,000,000 or more; (viiivi) that is grants any right of first refusal, right of first offer or similar right with an agencyrespect to any material assets, broker, insurer rights or other person that accounted for 1% properties of Synovus or more of the sales of the Companies and their Insurance its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Synovus or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, for other than the 12 months ended June 30condition of notice) other than with respect to indebtedness disclosed in any Synovus Reports; (viii) that is a settlement, 2008consent or similar agreement and contains any material continuing obligations of Synovus or any of its Subsidiaries; or (ix) that provides for relates to the indemnification acquisition or disposition of any officerperson, director business or employee of the Companies asset and under which Synovus or any of their Subsidiaries; its Subsidiaries have or (x) that would prevent, materially delay may have a material obligation or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementliability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a5.14(a), whether or not set forth in the Company Synovus Disclosure Schedule, is referred to herein as a “Company Synovus Contract.”” Synovus has made available to Pinnacle true, correct and complete copies of each Synovus Contract in effect as of the date hereof. (b) (i) Each Company Synovus Contract is valid and binding on the applicable Company Synovus or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Synovus, (ii) each Company Synovus and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Synovus Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Synovus, (iii) to the knowledge of Synovus, each third-party counterparty to each Synovus Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such Synovus Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Synovus, (iv) neither Synovus nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Synovus Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Synovus and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation material breach or default on the part of the applicable Company Synovus or any of its Subsidiaries orSubsidiaries, or to Seller’s knowledgethe knowledge of Synovus, any other party thereto thereto, of or under any such Company Synovus Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Synovus.

Certain Contracts. (a) None As of the Companies date of this Agreement, neither PRISA nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors or executive officers, other than in the ordinary course of business consistent with past practice, (ii) that contains which, upon the consummation or stockholder approval of the transactions contemplated by this Agreement and the Ancillary Agreements will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due to any officer or employee of PRISA or any of its Subsidiaries, (iii) which is a non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) to be performed, in whole or client or customer non-solicit requirement or other provision that part, after the date of this Agreement, (iv) which materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies by PRISA or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby Share Exchange will obligate Buyers, materially restrict the Companies or any business of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company PRISA or any of its Subsidiaries, or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated or modified, by the occurrence of any third party for which stockholder approval or the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or consummation of any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Ancillary Agreements. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a7.12(a), whether or not set forth in the Company PRISA Disclosure Schedule, is referred to herein as a “Company PRISA Material Contract,” and neither PRISA nor any of its Subsidiaries has Knowledge of, or has received notice of, any violation of the above by any of the other parties thereto, which has had a Material Adverse Effect on PRISA. PRISA has previously made available to Liberty true and correct copies of all PRISA Material Contracts, including all schedules, exhibits, annexes and amendments thereto.” (b) (i) Each Company As of the date of this Agreement, each PRISA Material Contract is valid and binding on the applicable Company PRISA or its applicable Subsidiaryany Subsidiary of PRISA, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company PRISA and each Subsidiary of its Subsidiaries and, to Seller’s knowledge, each other party thereto PRISA has duly performed all obligations required to be performed by it to date under each Company Contract PRISA Material Contract, except where such noncompliance would not have a Material Adverse Effect on PRISA, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company PRISA or any Subsidiary of its Subsidiaries or, to Seller’s knowledge, any other party thereto PRISA under any such Company PRISA Material Contract. No notice of , except where such default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwould not have a Material Adverse Effect on PRISA.

Certain Contracts. (a) None Section 5.23 of the Companies nor Company Disclosure Letter contains a list of all of the following contracts or agreements (other than those set forth on an exhibit index in the Company Reports filed on or prior to the date of this Agreement) to which the Company or any Subsidiary of their Subsidiaries the Company is a party to or by which any of them is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to the Companies Company and their Subsidiaries its Subsidiaries, taken as a whole, (ii) that contains any drilling rig construction or conversion contract with respect to which the drilling rig has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, (iv) any contract or agreement for the borrowing of money with a nonborrowing capacity or outstanding indebtedness of $50 million or more or (v) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) (all contracts or client or customer non-solicit requirement or other provision that restricts agreements of the conduct oftypes described in clauses (i) through (v) being referred to herein as "Company Material Contracts"). (b) As of the date of this Agreement, or the manner of conducting, any line of business in any geographic area, oreach Company Material Contract is, to the knowledge of Sellerthe Company, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each and the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects performed all obligations required to be performed by it them to date under each Company Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a breachCompany Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have a Company Material Adverse Effect, violation or default on neither the part of the applicable Company or nor any of its Subsidiaries or(x) knows of, or has received written notice of, any breach of or violation or default under (nor, to Seller’s knowledgethe knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract or (y) has received written notice of the desire of the other party thereto under or parties to any such Company ContractMaterial Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. No notice Each Company Material Contract is enforceable by the Company or a Subsidiary of default the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or termination has been received under any other similar laws relating to creditors' rights and general principles of equity, except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company ContractMaterial Adverse Effect.

Certain Contracts. (a) None of Except as disclosed in the Companies Raritan Disclosure Schedule under this Section or Section 3.5, (i) neither Raritan nor any of their Subsidiaries Raritan Subsidiary is a party to or bound by any contract, arrangement, commitment contract or understanding (whether written or oral) with respect to the employment or termination of any present or former officers, employees, directors or consultants and (ii) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Raritan or any Raritan Subsidiary to any officer, employee, director or consultant thereof. The Raritan Disclosure Schedule sets forth true and correct copies of all employment agreements or termination agreements with officers, employees, directors, or consultants to which Raritan or any Raritan Subsidiary is a party. (b) Except as disclosed in the Raritan Disclosure Schedule, (i) that as of the date of this Agreement, neither Raritan nor any Raritan Subsidiary is material a party to or bound by any commitment, agreement or other instrument which contemplates the Companies payment by Raritan or any Raritan Subsidiary of amounts in excess of $100,000, or which has a term extending beyond November 1, 1998 and their Subsidiaries taken as a wholecannot be terminated by Raritan or its subsidiary without consent of the other party thereto, (ii) that contains a non-compete or client or customer non-solicit requirement no commitment, agreement or other provision that restricts instrument to which Raritan or any Raritan Subsidiary is a party or by which any of them is bound limits the conduct of, freedom of Raritan or the manner of conducting, any Raritan Subsidiary to compete in any line of business or with any person, and (iii) neither Raritan nor any Raritan Subsidiary is a party to any collective bargaining agreement. (c) Except as disclosed in the Raritan Disclosure Schedule, neither Raritan nor any geographic area, orRaritan Subsidiary nor, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledgeRaritan, any other party thereto thereto, is in default in any material respect under any such Company Contract. No notice material lease, contract, mortgage, promissory note, deed of default trust, loan or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractother commitment or arrangement.

Certain Contracts. (a) None Except as set forth in Section 4.12(a) of the Companies Rand Disclosure Schedule or as expressly contemplated by this Agreement, neither Rand nor any of their Subsidiaries its Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Rand Contract that is: (i) a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Rand SEC Reports filed prior to the date hereof or that is material to the Companies Rand and their Subsidiaries its Subsidiary, taken as a whole, or their financial condition or results of operations; (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts except with respect to investments set forth in the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies Rand SEC Reports or any of their respective Subsidiaries to engage in any line of business in any geographic areaother arrangement regarding a Portfolio Company, a joint venture, alliance or partnership agreement; (iii) that obligates other than any arrangement regarding any Portfolio Company, a loan, guarantee of the Companies indebtedness or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreementnote, guarantee mortgage, indenture or other agreement binding commitment (other than those between or among Rand and its Subsidiary) relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case borrowed money in an amount in excess of $1 million; 25,000 individually; (viiiiv) a non-competition or non-solicitation contract or agreement that is with an agencypurports to limit the manner in which, brokeror the localities in which, insurer or other person that accounted for 1% or more the business of the sales of the Companies Rand and their Insurance Subsidiariesits Subsidiary, taken as a whole, for is conducted or the 12 months ended June 30types of businesses that Rand and its Subsidiary, 2008taken as a whole, conduct; (v) is a contract or agreement requiring expenditures by Rand, and/or its Subsidiary in excess of $25,000 in the aggregate on or after the date of this Agreement or under which Rand and/or its Subsidiary is entitled to receive in excess of $25,000 in the aggregate on or after the date of this Agreement, in each case, excluding payments received related to Portfolio Company investments; or (ixvi) other than any arrangement regarding any Portfolio Company, is a contract or agreement relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or has not yet been consummated (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type all Rand Contracts described in this Section 3.13(aclauses (i) through (vi), whether or not set forth in collectively the Company Disclosure Schedule, is referred to as a “Company ContractRand Material Contracts”).” (b) Except as set forth in Section 4.12(b) of Rand Disclosure Schedule, (i) Each Company each Rand Material Contract is valid and binding on the applicable Company Rand or its applicable SubsidiarySubsidiary and, to the knowledge of Rand, the other parties thereto, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), ) and is in full force and effect, (ii) each Company Rand and each of its Subsidiaries Subsidiary and, to SellerRand’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Rand Material Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company Rand or any of its Subsidiaries Subsidiary or, to SellerRand’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Rand Material Contract.

Certain Contracts. (a) None of the Companies Neither CCB nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation or shareholder approval of the transactions contemplated hereby could restrict by this Agreement will (either alone or upon the ability occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CCB, NCBC, the Companies Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the CCB Reports, (iv) which materially restricts the conduct of any line of business by CCB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture(including any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan or stock purchase plan) any of the benefits of which will be increased, guarantee or other agreement relating to material indebtedness the vesting of the benefits of which will be accelerated, by the occurrence of any Company shareholder approval or the consummation of any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. CCB has previously made available to NCBC true and correct copies of all employment and deferred compensation agreements which are in writing and to which CCB is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.14(a), whether or not set forth in the Company CCB Disclosure Schedule, is referred to herein as a “Company "CCB Contract", and neither CCB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CCB.” (b) (i) Each Company CCB Contract is valid and binding on the applicable Company CCB or any of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company CCB and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract CCB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CCB, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company CCB or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company CCB Contract. No notice of default , except where such default, either individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, to Seller’s knowledge, threatened with respect to any Company Contractwill not have a Material Adverse Effect on CCB.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a wholeSEC), (ii) that which contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, limits (or the manner of conducting, any line of business purports to limit) in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict material respect the ability of Buyersthe Company or its affiliates (or, following the Closing, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates) to engage or compete in any line of business in any (including geographic arearestrictions and preferential arrangements), (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (viv) that pertains other than extensions of credit, other banking products offered by the Company and its Subsidiaries or derivatives, which creates future payment obligations to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any from the Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; 500,000 and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, (viiiv) that is grants any right of first refusal, right of first offer or similar right with an agencyrespect to any material assets, broker, insurer rights or other person that accounted for 1% or more properties of the sales of the Companies and their Insurance Company or its Subsidiaries, taken as a whole, (vi) for any joint venture, partnership or similar agreement material to the 12 months ended June 30Company or its Subsidiaries, 2008; (vii) that requires the Company or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business to any person on a priority or exclusive basis, or (viii) that relates to the acquisition or disposition of any business, capital stock or assets of any Person (whether by merger, sale of stock, sale of assets or otherwise) that has any remaining obligations (other than customary obligations relating to the indemnification of directors and officers), or (ix) that relates to any real property leased, subleased, licensed or occupied by the Company or its Subsidiaries as lessee, sublessee, licensee or occupant and provides for annual payments by the indemnification Company or its Subsidiaries in excess of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement$250,000. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a) (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.” (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (i) Each each Company Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract, (iii) to the Company’s knowledge each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date under such Company Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Set forth in Section 3.14(a) of the Companies nor TCG Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which TCG or any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) that which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from MB, TCG, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by TCG or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic areabusiness, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture(including any TCG Benefit Plan) pursuant to which any of the benefits thereunder will be increased, credit agreementor the vesting of the benefits will be accelerated, loan agreementby the occurrence of the execution and delivery of this Agreement, guarantee stockholder approval of this Agreement or other agreement relating to material indebtedness the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding the value of any of the type described benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by TCG or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank, securities sold under agreements to repurchase, and subordinated debentures issued in this Section 3.13(a)connection with the Trust Preferred Securities, whether or not set forth in each case incurred in the Company Disclosure Scheduleordinary course of business consistent with past practice) in the principal amount of $1.0 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of TCG or its Subsidiaries, (ix) that involves the (a) is referred to herein as a “Company "TCG Contract.”" (b) Except as set forth in Section 3.14(b) of the TCG Disclosure Schedule, to the knowledge of TCG, (i) Each Company each TCG Contract is valid and binding on the applicable Company TCG or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company TCG and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Company Contract and TCG Contract, (iii) each third-party counterparty to each TCG Contract has performed all material obligations required to be performed by it to date under such TCG Contract, (iv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company TCG or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company TCG Contract. No notice of default or termination has been received , and (v) no TCG Default will occur under any Company ContractTCG Contract by virtue of the consummation of any of the transactions contemplated by this Agreement. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.3.15

Certain Contracts. (a) None of the Companies Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any of their the Subsidiaries is a party to, is bound or affected by, receives or is obligated to pay compensation or bound benefits under (i) any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the borrowing of money by Seller or any of the Subsidiaries or the guarantee by Seller or any of the Subsidiaries of any obligation except for deposit liabilities and federal funds purchased in the ordinary course of business; (ii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any present or former director, officer or employee of Seller or any of the Seller Subsidiaries (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by Seller or Seller Subsidiary); (iii) any contract, arrangement, commitment agreement or understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which any payment (whether written of severance pay or oralotherwise) (i) that is material became or may become due to any director, officer or employee of Seller or any of the Companies and their Seller Subsidiaries taken as a whole, (ii) that contains a non-compete upon execution of this Agreement or client upon or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict by this Agreement (either alone or in connection with the ability occurrence of Buyersany additional acts or events); (v) any agreement, the Companies arrangement or understanding to which Seller or any of their respective the Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Subsidiaries to engage compete in any line of business in or with any geographic areaperson, (iii) or that obligates involve any restriction of the Companies geographic area in which, or method by which, they may carry on their business (other than as may be required by law or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreementregulatory agency), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit any assistance agreement, loan supervisory agreement, guarantee memorandum of understanding, consent order, cease and desist order or other agreement relating to material indebtedness condition of any Company regulatory order or decree with or by the FDIC, the FRB or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liableother regulatory agency; (vii) that requires any joint venture, partnership or similar agreement, arrangement or understanding providing for the Companies sharing of profits, losses, costs or liabilities by Seller or any of their the Subsidiaries to make an investment in, with any other person; or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyany other agreement, broker, insurer arrangement or other person that accounted for 1% understanding to which Seller or more any of the sales Subsidiaries is a party and which is material to the business, results of operations, assets or financial condition of Seller and the Companies and their Insurance Subsidiaries, Subsidiaries taken as a whole, for whole (excluding loan agreements or agreements relating to deposit accounts); in each of the 12 months ended June 30, 2008foregoing cases whether written or oral; (ix) that provides for the indemnification of any officereach such agreement listed, director or employee of the Companies or any of their Subsidiaries; or (x) that would preventrequired to be listed, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, ) is referred to herein as a “Company ContractSeller Agreement”). Neither Seller nor any of the Subsidiaries has any obligation to make any additional capital contributions with respect to any matter described in clause (vii) of Seller Disclosure Schedule 3.13(a).” (b) (i) Neither Seller nor any of the Subsidiaries is in default or in non-compliance under any Seller Agreement 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 or non-compliance. Each Company Contract Seller Agreement is valid legal, valid, binding and binding on the applicable Company or its applicable Subsidiary, enforceable against it Seller or applicable Subsidiary and, to the Knowledge of Seller, the other parties thereto in accordance with its terms (subject to the Bankruptcy and Equity Exception)their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the court before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect, (ii) each Company effect in accordance with its terms; all rents and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract monetary amounts that may have become due and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has payable thereunder have been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractpaid.

Certain Contracts. (a) None Except as disclosed on Section 3.13 of the Companies GBC Disclosure Schedule, neither GBC nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from First Charter, GBC, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of GBC or any Subsidiary thereof, (iii) that contains is a non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) to be performed after the date of this Agreement that has not been filed or client or customer non-solicit requirement or other provision incorporated by reference in the GBC SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, by GBC or, to the knowledge of SellerGBC, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureincluding any stock option plan or benefits plan in which any of the benefits of which will be increased, credit agreementor the vesting of the benefits of which will be accelerated, loan agreementby the execution of this Agreement, guarantee or other agreement relating to material indebtedness the occurrence of any Company shareholder approval or the consummation of any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. No such agreement will give any party to that agreement the right to terminate or renegotiate the terms of, that agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company GBC Disclosure Schedule, is referred to as a an “Company GBC Contract,” and neither GBC nor any of its Subsidiaries knows of, or has received notice of, any violation of any GBC Contract by any of the other parties thereto.” (b) (i) Each Company GBC Contract is valid and binding on the applicable Company GBC or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each Company GBC and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract GBC Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company GBC or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company GBC Contract. No notice . (c) Neither GBC nor any of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect its Subsidiaries is a party to any Company Contractagreement prohibiting or restricting such entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other person.

Certain Contracts. (a) None Except as set forth in Section 3.16(a) of the Companies FFY Disclosure Schedule, neither FFY nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation of the transactions contemplated hereby could restrict by this Agreement or the ability Bank Merger Agreement will (either alone or upon the occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Place, FFY, the Companies Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to engage any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in FFY Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business in any geographic area, (iii) that obligates any of the Companies by FFY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialSubsidiaries, (ivvi) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of their Subsidiaries to make an investment inthe benefits of which will be increased, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more the vesting of the sales benefits of which will be accelerated, by the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification occurrence of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.16(a), whether or not set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, is referred to herein as a “Company "FFY Contract.” (b) (i) Each Company Contract is valid " FFY has previously delivered to First Place true and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) correct copies of each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company FFY Contract.

Certain Contracts. (a) None Except as set forth in Section 5.21 of the Companies Comet Disclosure Letter, neither Comet nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) by: (i) that is any lease of real or personal property providing for annual rentals of $5 million or more; (ii) any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Companies Comet and their Subsidiaries its Subsidiaries, taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, ; (iii) any Contract (other than among direct or indirect wholly owned Subsidiaries of Comet) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10 million; (iv) any executory Contract relating to the disposition or acquisition of material assets not in the ordinary course of business; (v) any Contract that obligates would be required to be filed as an exhibit to any Comet Report as of the Companies date of this Agreement pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act and the Exchange Act; (vi) any agreement or covenant restricting in any material respect the research, development, distribution, sale, supply, license or manufacturing of material products or services, or any agreement or covenant requiring Comet or any of its Subsidiaries to conduct business on grant an exclusive or preferential basis with any right to a third party for the research, development, distribution, sale, supply, license or upon consummation manufacturing of any material product or service; (vii) any noncompetition Contract or other Contract that (A) purports to limit in any material respect either the type of business in which Comet or its Subsidiaries may engage or the manner in which any of them may so engage in any business or (B) would reasonably be expected to so limit Moon and its Subsidiaries (other than Comet and its Subsidiaries pursuant to Contracts entered into in the ordinary course of business) after the Effective Time; (viii) any Contract with an affiliate or other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (ix) any Contract that prohibits the payment of dividends or distributions in respect of capital stock of Comet, prohibits the pledging of the transactions contemplated hereby will obligate Buyers, the Companies capital stock of Comet or any of their respective its Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case prohibits the issuance of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company guarantees by Comet or any of its Subsidiaries; (x) any agreement or covenant containing a right of first refusal, right of first negotiation or right of any third first offer in favor of a party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies other than Comet or any of their Subsidiaries to make an investment in, its Subsidiaries; (xi) any Contract with (including any related security clearance obtained from) the U.S. Government or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer department or other person subdivision thereof that accounted for 1% depends upon funding under the U.S. Federal Acquisition Regulation (a “U.S. Government Contract”) or more any subcontract under a U.S. Government Contract that remains executory in whole or in part (with appropriate identification of any such Contracts that are prime contracts with the U.S. government or any department or subdivision thereof, and any related security clearances, indicated in Section 5.21 of the sales of the Companies and their Insurance SubsidiariesComet Disclosure Letter); and (xii) any Contract that contains a put, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director call or employee of the Companies similar right pursuant to which Comet or any of their Subsidiaries; its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person that have a fair market value or purchase price of more than $5 million or any other assets that have a fair market value or purchase price of more than $25 million (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type Contracts described in this Section 3.13(aclauses (i)–(xii), whether or not set forth in together with all exhibits and schedules to such Contracts, being the Company Disclosure Schedule, is referred to as a “Company ContractComet Material Contracts”).” (b) As of the date hereof, Comet has delivered, or made available, to Moon a true and complete copy of each Comet Material Contract (i) Each Company subject to applicable confidentiality restrictions). Except as does not and would not reasonably be expected to have a Comet Material Adverse Effect, each such Comet Material Contract is a valid and binding on agreement of Comet or one of its Subsidiaries, as the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)case may be, and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or neither Comet nor any of its Subsidiaries ornor, to Seller’s knowledgethe knowledge of Comet, any other party thereto is in default or breach under the terms of any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Comet Material Contract.

Certain Contracts. (a) None Except as set forth in Schedule 3.16(a) of the Companies Camco Disclosure Schedules, neither Camco nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees; (ii) that contains a non-compete which would entitle any present or client former director, officer, employee or customer non-solicit requirement agent of Camco or other provision that restricts the conduct of, any of its Subsidiaries to indemnification from Camco or the manner any of conducting, any line of business in any geographic area, or, to the knowledge of Sellerits Subsidiaries; (iii) which, upon the consummation of the transactions contemplated hereby could restrict by this Agreement or the ability Bank Merger Agreement will (either alone or upon the occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Place, Camco, Camco Bank, the Companies Bank or any of their respective Subsidiaries or successors to engage any officer or employee thereof; (iv) which involves the annual payment of $50,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement; (vi) which materially restricts the conduct of any line of business in any geographic area, (iii) that obligates any of the Companies by Camco or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, Subsidiaries; (ivvii) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyrelating to the acquisition or disposition of any business (whether by merger, brokersale of stock, insurer sale of assets or otherwise) or material assets (other person that accounted for 1% or more of than this Agreement and the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008Bank Merger Agreement); (ix) that provides for grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the indemnification ability of any officer, director or employee of the Companies Camco or any of their Subsidiariesits Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (x) with respect to any material joint venture, partnership agreement or similar agreement; (xi) with respect to any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Camco or its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $10,000,000; or (xxiii) that would preventexcluding the plans set forth on Schedule 3.11, materially delay where any employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or materially impede stock purchase plan) will be increased, or the Companies’ ability to consummate vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a)Sections 3.16(a) and 3.16(c) hereof, whether or not set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Company Camco Disclosure ScheduleSchedules, is referred to herein as a “Company Camco Contract.”” Camco has previously delivered to First Place true and correct copies of each Camco Contract. (b) Except as set forth in Schedule 3.16(b) of the Camco Disclosure Schedules, (i) Each Company each Camco Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company Camco and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract and Camco Contract, except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Camco, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a breach, violation or material default on the part of the applicable Company Camco or any of its Subsidiaries orunder any such Camco Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Camco and (iv) no other party to such Camco Contract is, to SellerCamco’s knowledge, in default in any other party thereto under respect thereunder. (c) Schedule 3.16(c) of the Camco Disclosure Schedules sets forth all agreements of Camco providing for the lease of real property, copies of which have previously been delivered or made available to First Place including term of the lease, any option to extend such Company Contract. No lease and any consent or notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened required in connection with respect to any Company Contractthe Merger and the transactions contemplated hereby.

Certain Contracts. (a) None Except as set forth in the exhibit index to the SuperMedia 2011 10-K or as set forth on Section 3.13 of the Companies SuperMedia Disclosure Schedule, neither SuperMedia nor any of their Subsidiaries SuperMedia Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any Contract relating to the Companies and their Subsidiaries taken as a wholeincurrence or guarantee of Indebtedness by SuperMedia or any SuperMedia Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, “SuperMedia Instruments of Indebtedness”), (ii) that contains a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-compete competition Contract, or client any other agreement or customer non-obligation which purports to limit or restrict in any material respect (A) the ability of SuperMedia or its Subsidiaries to solicit requirement customers or other provision that restricts (B) the conduct ofmanner in which, or the manner localities in which, all or any portion of conducting, any line the business of business in any geographic area, SuperMedia and the SuperMedia Subsidiaries or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict the ability of Buyersby this Agreement, the Companies Dex Surviving Company and its Subsidiaries, is or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) with any Contract providing for any payments to an officer, director or Affiliate of SuperMedia or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a labor union change of control of SuperMedia or guild (including any collective bargaining agreement)SuperMedia Subsidiary, (v) that pertains to a material any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or material partnership agreement; (vi) agreement related to the formation, creation, operation or management or any joint venture or partnership that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating material to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which SuperMedia and the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance SuperMedia Subsidiaries, taken as a whole, for (vii) any Contract that grants any right of first refusal or right of first offer or similar right that limits or purports to limit the 12 months ended June 30ability of SuperMedia or any SuperMedia Subsidiary to own, 2008; operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viii) any material Contract that contains a “most favored nation” or other term providing preferential pricing or treatment to a third party, and (ix) that provides for any Contract not made in the indemnification ordinary course of any officer, director business which (A) is material to SuperMedia and the SuperMedia Subsidiaries taken as a whole or employee (B) which would reasonably be expected to materially delay the consummation of the Companies Mergers or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions other transaction contemplated by this Agreement. Each contractAgreement (collectively, arrangement, commitment or understanding of the type described in this Section 3.13(a“SuperMedia Material Contracts”), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) With such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) Each Company SuperMedia Material Contract is valid and binding on the applicable Company or its applicable SubsidiarySuperMedia (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of SuperMedia is a party, such Subsidiary) and, to the Knowledge of SuperMedia, any other party thereto, and is in full force and effecteffect and enforceable against SuperMedia or a SuperMedia Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) Neither SuperMedia nor any SuperMedia Subsidiary is, and, to the Knowledge of SuperMedia, no other party thereto is, in breach or default under any SuperMedia Material Contract. (c) Prior to the date hereof, SuperMedia has made available to Dex true and complete copies of all SuperMedia Material Contracts. (d) For purposes of this Agreement, “Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed of such Person evidenced by it to date under each Company Contract bonds, debentures, notes and similar agreements, (iii) no event or condition exists that constitutes orall leases of such Person capitalized pursuant to GAAP, after notice or lapse and (iv) all obligations of time or bothsuch Person under sale-and-lease back transactions, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, agreements to Seller’s knowledge, any repurchase securities sold and other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractsimilar financing transactions.

Certain Contracts. (a) None Except as set forth in Section 4.13(a) of the Companies Company Disclosure Schedule, neither the Company nor any of their Subsidiaries the Company Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeservice of any directors, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation of the transactions contemplated hereby could restrict by this Agreement, will (either alone or upon the ability occurrence of Buyersany additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Companies Company, or any of their respective Subsidiaries to engage any officer, director, employee, agent or consultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of the Company or the Company Bank to compete in any line of business or with any person or entity or in any geographic areaarea (other than as may be required by Law or by any Governmental Entity) or which grants any right of first refusal, (iii) that obligates any right of the Companies first offer or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liablesimilar right; (vii) that requires the Companies or any of their Subsidiaries to make an investment incontract for, with respect to, or otherwise provide funds tothat contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities with respect to the Company or the Company Bank, other than this Agreement; (viii) any personcontract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $50,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any contract (other than a Plan) with respect to the employment or compensation of any officers or directors; (xi) any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the formation, creation or operation, management or control of any partnership, limited liability company or joint venture, in each case in an amount in excess of $1 million; (viii) that is with an agencyany third parties, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any contract which limits payments of their Subsidiaries; or dividends and (xxiii) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementany Regulatory Agreement (as defined in Section 4.14). Each contract, arrangement, commitment or understanding contract of the type described in this Section 3.13(a4.13(a), whether or not set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract.”” The Company has previously made available to Parent true and correct copies of each contract of the type described in this Section 4.13(a). (b) Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each of the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto the Company Bank has duly performed in all material respects all obligations required to be performed by it to date under each Company Contract and Contract, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a breach, violation or material default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such the Company Contract. No notice of default or termination has been received Bank under any Company Contract. There are , and (iv) no disputes pending or, to Seller’s knowledge, threatened with respect other party to any Company ContractContract is, to the knowledge of the Company, in material violation or default in any respect thereunder.

Certain Contracts. (a) None of Except as Previously Disclosed, neither the Companies Company nor any of their Subsidiaries a Company Subsidiary is a party to, is bound or affected by, receives, or is obligated to or bound by any contractpay, arrangement, commitment or understanding (whether written or oral) benefits under (i) that is material any agreement, arrangement or commitment, including without limitation any agreement, indenture or other instrument, relating to the Companies borrowing of money by the Company or a Company Subsidiary (other than in the case of the Bank deposits, FHLB advances, federal funds purchased and their Subsidiaries taken as securities sold under agreements to repurchase in the ordinary course of business) or the guarantee by the Company or a wholeCompany Subsidiary of any obligation, other than by the Bank in the ordinary course of its banking business, (ii) that contains any agreement, arrangement or commitment relating to the employment of a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, consultant or the manner employment, election or retention in office of conductingany present or former director, officer or employee of the Company or a Company Subsidiary, (iii) any line agreement, arrangement or understanding pursuant to which any payment (whether of business in severance pay or otherwise) became or may become due to any geographic areadirector, or, to officer or employee of the knowledge Company or a Company Subsidiary upon execution of Seller, this Agreement or upon or following consummation of the transactions contemplated hereby could restrict by this Agreement (either alone or in connection with the ability occurrence of Buyersany additional acts or events); (iv) any agreement, arrangement or understanding pursuant to which the Companies Company or a Company Subsidiary is obligated to indemnify any director, officer, employee or agent of the Company or a Company Subsidiary; (v) any agreement, arrangement or understanding to which the Company or a Company Subsidiary is a party or by which any of their respective Subsidiaries the same is bound which limits the freedom of the Company or a Company Subsidiary to engage compete in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyersperson, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit any assistance agreement, loan supervisory agreement, guarantee memorandum of understanding, consent order, cease and desist order or other agreement relating to material indebtedness condition of any Company regulatory order or decree with or by the OTS, the FDIC or any of its Subsidiariesother regulatory agency, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires any other agreement, arrangement or understanding which would be required to be filed as an exhibit to the Companies Company's Annual Report on Form 10-K under the Exchange Act and which has not been so filed or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyany other agreement, brokerarrangement or understanding which, insurer or other person that accounted for 1% or more if entered into after the date hereof, would require the consent of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ixAcquiror under Section 5.6(a) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contracthereof.” (b) (i) Each Neither the Company Contract nor any Company Subsidiary is valid and binding in default or in non-compliance, which default or non-compliance could reasonably be expected to have a Material Adverse Effect on the applicable Company Company, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by which its applicable Subsidiaryassets, enforceable against it business or operations may be bound or affected, whether entered into in accordance with its terms (subject to the Bankruptcy ordinary course of business or otherwise and Equity Exception)whether written or oral, and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto there has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no not occurred any event or condition exists that constitutes or, after notice or with the lapse of time or the giving of notice, or both, will constitute, would constitute such a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractnon-compliance.

Certain Contracts. (a) None of Except as disclosed in the Companies Finisar SEC Reports filed prior to the date hereof or as set forth in the Finisar Disclosure Schedule, neither Finisar nor any of their its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the Companies and their Subsidiaries taken as a wholedate of this Agreement, (ii) that contains a non-which limits the freedom of Finisar or any of its Subsidiaries to compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, in any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic areaarea or with any person, (iii) that obligates any or which requires exclusive referrals of the Companies business or requires Finisar or any of its Subsidiaries to conduct business offer specified products or services to their customers on an a priority or exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iviii) with or to a labor union or guild (including any collective bargaining agreement), (iv) which relates to the incurrence of indebtedness in the principal amount of $1,000,000 or more, (v) that pertains which grants any person a right of first refusal, right of first offer or similar right with respect to a any material joint venture properties, assets or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness businesses of any Company Finisar or any of its Subsidiaries, (vi) which provides any customer of Finisar or any of any third party for which the Companies or their its Subsidiaries is a guarantor or is otherwise liable; with product exclusivity rights, (vii) that requires the Companies pursuant to which Finisar or any of their its Subsidiaries to make an investment inis the beneficiary of any material foreign Tax holiday, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencywhich limits in any material respect, brokerthe ability of Finisar or any of its Subsidiaries to close any facility or terminate any employees, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for which is a consulting agreement or service contract which involves the indemnification payment of any officer$100,000 or more in annual fees, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay which provides for the payment by Finisar or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementany of its Subsidiaries of material payments upon a change of control thereof. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.10(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company "Finisar Material Contract".” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each Neither Finisar nor any of its Subsidiaries andhas breached, to Seller’s knowledgeor received in writing any claim or threat that it has breached or is otherwise in default under, each any of the terms or conditions of any Finisar Material Contract in such a manner as would permit any other party thereto has duly performed all obligations required to be performed by it cancel or terminate the same or permit any other party to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company collect material damages from Finisar or any of its Subsidiaries thereunder or limit the freedom of Finisar or any of its Subsidiaries (or, following the Merger, Optium or any of its Subsidiaries) to Seller’s engage in any line of business or to compete with any person or entity in any geographic area. To Finisar's knowledge, any no other party thereto is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such Company party under, or breach or violation by any such party of, any Finisar Material Contract. No notice All Finisar Material Contracts are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractequity.

Certain Contracts. (a) None Section 5.23 of the Companies nor GlobalSantaFe Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the GlobalSantaFe Reports filed prior to the date of this Agreement) to which GlobalSantaFe or any Subsidiary of their Subsidiaries GlobalSantaFe is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to the Companies GlobalSantaFe and their Subsidiaries its Subsidiaries, taken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the Effective Time, (ii) that contains any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a non-compete borrowing capacity or client outstanding indebtedness of $50 million or customer non-solicit requirement more, (v) any employment agreement between GlobalSantaFe or any of its Subsidiaries, on the one hand, and any of GlobalSantaFe’s officers and key employees, on the other provision that restricts hand, (vi) any agreement which, upon the conduct ofconsummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the manner acceleration or vesting of conductingany right to any payment or benefits, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies from Transocean or GlobalSantaFe or any of their respective Subsidiaries to engage in any line officer, director, consultant or employee of business in any geographic area, (iii) that obligates any of the Companies or foregoing, (vii) any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding agreement which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan joint operating agreement, guarantee partnership agreement or other similar contract or agreement relating to material indebtedness involving a sharing of any Company profits and expenses with one or any of its Subsidiariesmore third Persons, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyany agreement the benefits of which will be increased, broker, insurer or other person that accounted for 1% or more the vesting of the sales benefits of which will be accelerated, by the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification occurrence of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a5.23(a), whether or not set forth included as an exhibit to any GlobalSantaFe Report or included in Section 5.23 of the Company GlobalSantaFe Disclosure ScheduleLetter, is referred to herein as a “Company GlobalSantaFe Material Contract,” and for purposes of Section 7.1 and the bringdown of Section 5.23(b) pursuant to Section 8.3(a), “GlobalSantaFe Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) (i) Each Company GlobalSantaFe Material Contract is valid and binding on the applicable Company or its applicable Subsidiaryis, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)knowledge of GlobalSantaFe, and is in full force and effect, (ii) each Company and GlobalSantaFe and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects performed all obligations required to be performed by it them to date under each Company GlobalSantaFe Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a breachGlobalSantaFe Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, violation individually or default on in the part of the applicable Company or aggregate, a GlobalSantaFe Material Adverse Effect, neither GlobalSantaFe nor any of its Subsidiaries or(x) knows of, or has received written notice of, any breach of or violation or default under (nor, to Seller’s knowledgethe knowledge of GlobalSantaFe, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any GlobalSantaFe Material Contract or (y) has received written notice of the desire of the other party or parties to any such GlobalSantaFe Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a GlobalSantaFe Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any GlobalSantaFe Material Contract or permit any other party thereto under any to a GlobalSantaFe Material Contract to exercise rights adverse to GlobalSantaFe. Each GlobalSantaFe Material Contract is enforceable by GlobalSantaFe or a Subsidiary of GlobalSantaFe in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such Company Contract. No notice of default unenforceability is not reasonably likely to create, individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, to Seller’s knowledge, threatened with respect to any Company Contracta GlobalSantaFe Material Adverse Effect.

Certain Contracts. (a) None of With respect to Contracts to which the Companies nor any of their Subsidiaries Company is a party to or bound by any contractidentified on Schedule 6.19(a) (“Company Contracts”), arrangementthe Purchaser and the Company shall cooperate between the date hereof and the Closing Date in order to, commitment or understanding (whether written or oral) at the Purchaser’s election: (i) that is material obtain any amendment to such Company Contract as specified by the Companies and their Subsidiaries taken as a wholePurchaser, and/or (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, terminate such Company Contract on terms satisfactory to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company ContractPurchaser.” (b) If the Purchaser and the Company obtain all amendments to such Company Contract, if any, requested by the Purchaser, on or prior to the Closing Date, then such Company Contract shall constitute a Purchased Asset and shall be assigned to the Purchaser or its designee at Closing. (c) If all required consents to the termination of any Company Contract that the Purchaser elects to terminate are obtained on or prior to the Closing Date, then such Company Contract shall be terminated as of or prior to the Effective Time, such Company Contract shall be an Excluded Asset and shall not be assigned to the Purchaser. (d) If either (i) Each any amendments to any Company Contract is valid and binding on requested by the applicable Company Purchaser are not obtained, or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each any consent to termination of a Company Contract as to which the Purchaser has requested termination are not obtained, then (x) such Company Contract shall be an Excluded Asset and each of its Subsidiaries andshall not be assigned to the Purchaser. (e) In the event any Company Contracts are excluded as Excluded Assets pursuant to Section 6.19(d), to Seller’s knowledgethe Company, and the Purchaser will cooperate with each other as reasonably requested by the other party thereto has duly performed all obligations required during the Dissolution Period in order to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes orobtain, after notice or lapse of time or both, will constitute, a breach, violation or default on at the part expense of the applicable Company Purchaser, the required amendment or any termination of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company ContractContract as contemplated by this Section 6.19. (f) With respect to the Contracts to identified on Schedule 6.19(f) which a Purchased Company or a Subsidiary are parties that are not Company Contracts, between the date hereof and the Closing Date, the Company will cooperate with Purchaser, as requested by Purchaser, to obtain an amendment to such Contract satisfactory to the Purchaser or to terminate such Contract on terms satisfactory to the Purchaser. No notice The costs and expenses of default any such amendment or termination has been received under any shall be paid by the Purchaser. (g) The Company Contract. There are no disputes pending orshall use commercially reasonable efforts to, prior to Seller’s knowledgethe Closing, threatened with respect assign such Company Contracts as Purchaser may designate as soon as practicable following the execution of this Agreement to any a Purchased Company Contractor a Subsidiary as may be designated by the Purchaser as soon as practicable following the execution of this Agreement.

Certain Contracts. (a) None Except as set forth in Section 4.15(a) of the Companies Company Disclosure Schedule, neither the Company nor any of their Subsidiaries the Company Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeservice of any directors, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation of the transactions contemplated hereby could restrict by this Agreement, will (either alone or upon the ability occurrence of Buyersany additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Companies Company, or any of their respective Subsidiaries to engage any officer, director, employee, agent or consultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $10,000 per annum in the case of any one such agreement or $25,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of the Company or the Company Bank to compete in any line of business or with any person or entity or in any geographic areaarea or which grants any right of first refusal, (iii) that obligates any right of the Companies first offer or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liablesimilar right; (vii) that requires the Companies or any of their Subsidiaries to make an investment incontract for, with respect to, or otherwise provide funds tothat contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities with respect to the Company or the Company Bank; (viii) any personcontract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $25,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any contract (other than a Plan) with respect to the employment or compensation of any officers or directors; (xi) any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the formation, creation or operation, management or control of any partnership, limited liability company or joint venture, in each case in an amount in excess of $1 million; (viii) that is with an agencyany third parties, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any contract which limits payments of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract dividends and (iiixiii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.Regulatory Agreement (defined in

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Company Benefit Plans, (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a wholeSEC), (ii) that which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Company or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic areabusiness, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (viv) that pertains relates to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material the incurrence of indebtedness of any by Company or any of its SubsidiariesSubsidiaries (other than deposit liabilities, or of any third party for which trade payables, federal funds purchased, advances and loans from the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries Federal Home Loan Bank and securities sold under agreements to make an investment in, or otherwise provide funds to, any personrepurchase, in each case incurred in an the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount in excess of $1 million; 2,500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiiv) that is grants any right of first refusal, right of first offer or similar right with an agencyrespect to any assets, broker, insurer rights or other person properties (x) that accounted for 1% or more of the sales of the Companies are material to Company and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; or (ixy) that provides for the indemnification of any officer, director or employee of the Companies would be applicable to Parent or any of their its Subsidiaries (other than Company or any of its Subsidiaries) after the Closing; or (vi) that is a vendor agreement or joint marketing agreement, including any consulting agreement, data processing, software programming or licensing contract, involving (x) that would preventthe payment of more than $2,500,000 over the remaining term of the agreement (other than any such contracts which are terminable by Company or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, materially delay other than the condition of notice) or materially impede (y) the Companies’ ability to consummate payment of more than $2,500,000 payable as a result of the transactions contemplated by this Agreementtermination of the agreement or the consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither Company nor any of its Subsidiaries knows of, or has received notice of, any violation of a Company Contract by any of the other parties thereto which would reasonably be expected to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. Section 3.13(a) of the Company Disclosure Schedule sets forth (i) a true, correct and complete list of all acquisitions and sales of businesses made by Company or any of its Subsidiaries within the five (5) year period prior to the date of this Agreement and (ii) a true, correct and complete list of any continuing earn-out obligations arising out of the acquisitions referred to in clause (i).” (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company: (i) Each each Company Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company and each of its Subsidiaries andhas performed all obligations required to be performed by it prior to the date hereof under each Company Contract, (iii) to SellerCompany’s knowledge, each other third-party thereto counterparty to each Company Contract has duly performed all obligations required to be performed by it to date under each such Company Contract and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None NCC Disclosure Schedule Section 3.13(a) lists, as of the Companies nor any date of their Subsidiaries is a party to this Agreement, all contracts, arrangements, commitments or bound by any contract, arrangement, commitment or understanding understandings (whether written or oral) ), other than any NCC Benefit Plan, entered into by NCC or any of its Subsidiaries or by which NCC or any of its Subsidiaries may be bound: (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that which contains a non-compete or client or customer non-solicit solicitation requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by NCC or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Entity or the Surviving Bank or any of their respective Subsidiaries NCC Subsidiary to engage in any line of business in any geographic area, (iii) that obligates any of the Companies is material to NCC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, Subsidiaries; (iviii) with or to a labor union or guild (including any collective bargaining agreement); (iv) which includes any bonus, stock options, restricted stock, stock appreciation right or other employee benefit agreement or arrangement; (v) that pertains to a material joint venture which, upon the consummation of the transactions contemplated by this Agreement (alone or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness upon the occurrence of any Company additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from NCC, the Surviving Entity or any of their respective Subsidiaries to any officer, employee or director of NCC or any of its Subsidiaries, ; (vi) the benefits of which will be increased or the vesting of benefits of which will be accelerated by the occurrence of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NCC or any of its Subsidiaries; (viii) related to the borrowing by NCC or any of its Subsidiaries of money other than those entered into in the Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (ix) relating to the lease of personal property having a value in excess of $150,000 in the aggregate; (x) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (xi) which relates to capital expenditures and involves future payments in excess of $450,000 in the aggregate; or (xii) which is not terminable on sixty (60) days or less notice and involves the payment of more than $250,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company NCC Disclosure Schedule, is referred to herein as an “NCC Contract,” and neither NCC nor any of its Subsidiaries knows of, or has received written, or to NCC’s knowledge, oral notice of, any violation of the above by any of the other parties thereto which would reasonably be likely to have a “Company ContractMaterial Adverse Effect on NCC. NCC has made available to CenterState complete and correct copies of all NCC Contracts identified in NCC Disclosure Schedule Section 3.13(a).” (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC: (i) Each Company each NCC Contract is valid and binding on the applicable Company NCC or its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effecteffect (assuming the due execution by each other party thereto, which to NCC’s knowledge has occurred); (ii) each Company NCC and each of its Subsidiaries and, have performed all obligations required to Sellerbe performed by it prior to the date hereof under each NCC Contract; (iii) to NCC’s knowledge, each other third-party thereto counterparty to each NCC Contract has duly performed all obligations required to be performed by it to date under each Company Contract such NCC Contract; and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company NCC or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company NCC Contract. (c) NCC Disclosure Schedule Section 3.13(c) sets forth a true and complete list of all NCC Contracts pursuant to which consents, waivers or notices are or may be required to be given, in each case, prior to the performance by NCC of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Company Benefit Plans, (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a wholeSEC), (ii) that which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Company or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic areabusiness, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (viv) that pertains relates to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material the incurrence of indebtedness of any by Company or any of its SubsidiariesSubsidiaries (other than deposit liabilities, or of any third party for which trade payables, federal funds purchased, advances and loans from the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries Federal Home Loan Bank and securities sold under agreements to make an investment in, or otherwise provide funds to, any personrepurchase, in each case incurred in an the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount in excess of $1 million; 1,000,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiiv) that is grants any right of first refusal, right of first offer or similar right with an agencyrespect to any assets, broker, insurer rights or other person properties (x) that accounted for 1% or more of the sales of the Companies are material to Company and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; or (ixy) that provides for the indemnification of any officer, director or employee of the Companies would be applicable to Parent or any of their its Subsidiaries (other than Company or any of its Subsidiaries) after the Closing; or (vi) that is a vendor agreement or joint marketing agreement, including any consulting agreement, data processing, software programming or licensing contract, involving (x) that would preventthe payment of more than $1,000,000 over the remaining term of the agreement (other than any such contracts which are terminable by Company or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, materially delay other than the condition of notice) or materially impede (y) the Companies’ ability to consummate payment of more than $1,000,000 payable as a result of the transactions contemplated by this Agreementtermination of the agreement or the consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither Company nor any of its Subsidiaries has received notice of, and to the Company’s knowledge there does not exist, any violation of a Company Contract by any of the other parties thereto which would reasonably be expected to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. Section 3.13(a) of the Company Disclosure Schedule sets forth (a) a true, correct and complete list of all acquisitions and sales of businesses made by Company or any of its Subsidiaries within the five (5) year period prior to the date of this Agreement and (ii) a true, correct and complete list of any continuing earn-out obligations arising out of the acquisitions referred to in clause (i).” (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company: (i) Each each Company Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company and each of its Subsidiaries andhas performed all obligations required to be performed by it prior to the date hereof under each Company Contract, (iii) to SellerCompany’s knowledge, each other third-party thereto counterparty to each Company Contract has duly performed all obligations required to be performed by it to date under each such Company Contract and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except for those listed in Section 3.13(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ), other than any Company Benefit Plans: (i) that That is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that That contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any material line of business in any geographic area, or, to of the knowledge of Seller, Company and its Subsidiaries or upon consummation of the transactions contemplated hereby could Merger would materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Parent or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, engage in any case of the preceding which such businesses; (iii) That is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), ; (viv) that pertains That relates to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material the incurrence of indebtedness of any by the Company or any of its SubsidiariesSubsidiaries in the principal amount of $100,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (v) That grants any right of first refusal, right of first offer or of any similar right to a third party for which the Companies with respect to any assets, rights or their Subsidiaries is a guarantor or is otherwise liable; properties (viix) that requires are material to the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies Company and their Insurance its Subsidiaries, taken as a whole, or (y) that would be applicable to Parent or any of its Subsidiaries (other than the Surviving Corporation or any of its Subsidiaries) after the Closing; (vi) Involving (A) the payment of more than $25,000,000 over any twelve-month period (other than any such contracts that are terminable by the Company or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, other than the condition of notice) or (B) the payment of more than $25,000,000 payable as a result of the termination of the agreement or the consummation of the Merger; (vii) Relating to investment management, asset management or investment advisory services that involve costs or fees in excess of $10,000,000 per year; (viii) With an Agent accounting for more than 5% of the 12 months Company’s consolidated revenue during the year ended June 30December 31, 2008; 2014 or the twelve-month period immediately preceding the date of this Agreement; (ix) that provides for Entered into after January 1, 2012 or under which the indemnification of any officer, director or employee of the Companies Company or any of their Subsidiariesits Subsidiaries has executory indemnification or other continuing obligations, in each case, relating to the acquisition or disposition of any business or operations or any amount of assets or liabilities (whether by merger, sale of stock, sale of assets or otherwise) that would be material to the Company and its Subsidiaries taken as a whole; or or (x) that would preventThat is an amendment, materially delay supplement or materially impede modification in respect of any of the Companies’ ability to consummate the transactions contemplated by this Agreementforegoing. Each contract, agreement, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received written notice of, any violation of a Company Contract by any of the other parties thereto which would reasonably be expected to be, either individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.” (b) In each case, except as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company: (i) Each each Company Contract is valid and binding on the applicable Company or one of its Subsidiaries, as applicable, and the applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), counterparty or counterparties and is in full force and effect, (ii) each the Company and each of its Subsidiaries andhas performed all obligations required to be performed by it prior to the date hereof under each Company Contract, (iii) to Sellerthe Company’s knowledge, each other third-party thereto counterparty to each Company Contract has duly performed all obligations required to be performed by it to date under each such Company Contract and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None of Neither the Companies Company nor any of their its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC or required to be disclosed by the Companies and their Subsidiaries taken as Company on a wholeCurrent Report on Form 8-K) to be performed in whole or in part after the date of this Agreement, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts which (A) limits the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation freedom of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Company or any of its Subsidiaries to conduct business on an exclusive compete in any line of business, in any geographic area or preferential basis with any third party person, or upon consummation which requires referrals of business or requires the transactions contemplated hereby will obligate Buyers, the Companies Company or any of their respective its Subsidiaries to conduct make available business with opportunities or products or services to any third party person on an a priority, equal or exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild basis (including any collective bargaining agreement)“preferred provider” type contracts or other agreements for products and services offered by the Company or its Subsidiaries to their customers) or (B) is an agreement of the types referred to in clause (A) that could apply to Acquiror or any of its affiliates after the Closing by reason of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, (viii) that pertains which relates to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material the incurrence of indebtedness of any by the Company or any of its Subsidiaries, or including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (iv) which provides for any guaranty of any third party for obligations, other than any guaranty by the Company of its Subsidiaries’ obligations, (v) which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Companies Company or their Subsidiaries is a guarantor any of its Subsidiaries, (vi) which limits the payment of dividends by the Company or is otherwise liable; any of its Subsidiaries, (vii) which 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, (viii) which 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 requires are still in effect, (ix) which provides for material payments to be made by the Companies Company or any of their its Subsidiaries upon a change in control thereof, (x) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $500,000 per annum (other than any such contracts which are terminable by the Company or its applicable Subsidiary on 60 days or less notice without any required payment or other conditions (other than the condition of notice)), (xi) which relates to make an investment inthe performance of material third-party clearing or execution services, (xii) which is not of the type described in clauses (i) through (xi) above and which involved payments by, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies Company or any of their Subsidiaries; its Subsidiaries in fiscal year ended December 31, 2010, or which could reasonably be expected to involve such payments during fiscal year ending December 31, 2011, of more than $500,000, (xiii) which relates to material Proprietary Rights (as defined in Section 4.20(a)) owned or licensed by the Company or licensed to third parties (including permitting third parties to use the name “optionsXpress” or any variant thereof), or (xxiv) that would prevent, materially delay or materially impede the Companies’ ability which relates to consummate the transactions contemplated by this Agreementmaterial contracts related to IT Assets (as defined in Section 4.20(b)). Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.14(a), whether or not set forth publicly disclosed in the Company Disclosure ScheduleReports filed since January 1, 2010 and prior to the date hereof, is referred to herein as a “Company Contract”. The Company has made available to Acquiror true, correct and complete copies of each Company Contract.” (b) Except as would not be material to the Company and its Subsidiaries taken as a whole, (i) Each each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy Subsidiary and Equity Exception), and is in full force and effect, and, to the knowledge of the Company, is valid and binding on the other parties thereto, (ii) each the Company and each of its Subsidiaries and, to Seller’s knowledgethe knowledge of the Company, each of the other party thereto parties thereto, has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, would constitute a breach, violation breach or default (including the non-payment of fees) on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledgethe knowledge of the Company, any other party thereto thereto, under any such Company Contract. No party to any Company Contract has given the Company or any of its Subsidiaries written notice of default its intention to cancel, terminate, materially change the scope of rights under or termination has been received under fail to renew any Company Contract. There are no disputes pending orContract and neither the Company nor any of its Subsidiaries, nor, to Seller’s knowledgethe knowledge of the Company, threatened with respect any other party to any Company Contract, has repudiated in writing any material provision thereof.

Certain Contracts. (a) None Except as set forth at Section 3.9(b) and Section 3.12(a) of the Companies Target Disclosure Schedule, neither Target nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation of the transactions contemplated hereby could restrict by this Agreement or the ability Bank Merger Agreement will (either alone or upon the occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from WAL, the Companies Target, or any of their respective Subsidiaries to engage in any director, officer or employee thereof, (iii) which materially restricts the conduct of any line of business by Target or any of its Subsidiaries or limits Target’s freedom to compete in any geographic areaarea or to use the name “Service1st Bank” or any variant thereof, (iii) that obligates any of the Companies or which requires Target or any of its Subsidiaries to conduct make available investment opportunities to any person on a priority or exclusive basis, (iv) which relates to the incurrence of indebtedness (other than deposit liabilities and advances and loans from the FHLB San Francisco incurred in the ordinary course of business on an exclusive consistent with past practice) by Target or preferential basis any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (v) which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Target or any of its Subsidiaries, (vi) which limits the payments of dividends by Target or any of its Subsidiaries, (vii) which relates to any 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 party or upon consummation of the transactions contemplated hereby will obligate Buyersparties, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding (viii) which is materiala consulting agreement or data processing, software programming or licensing contract involving the payment of more than $250,000 per annum (other than any such contracts which are terminable by Target or its applicable Subsidiary on 60 days or less notice without any required payment or other conditions (other than the condition of notice)), (ivix) with or to a labor union or guild (including any collective bargaining agreement), (vx) that pertains to a material joint venture which is not of the type described in clauses (i) through (ix) above and which involved payments by, or material partnership agreement; (vi) that is an indentureto, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company Target or any of its SubsidiariesSubsidiaries in the fiscal year ended December 31, 2011, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2012, of more than $250,000 (other than (A) pursuant to Loans originated or purchased by Target and its Subsidiaries and deposits taken in the ordinary course of business consistent with past practice or (B) any such contracts which are terminable by Target or its applicable Subsidiary on 60 days or less notice without any required payment or other conditions (other than the condition of notice)), (xi) except as set forth in Section 3.24 of the Target Disclosure Schedule, which relates to any material Scheduled IP (as defined in Section 3.24) or (xii) except as set forth on Section 3.12(a)(v) of the Target Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (xii), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Section 3.12(a) of the Target Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of Target and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 3.13(a3.12(a), whether or not set forth in Section 3.12(a) of the Company Target Disclosure Schedule, is referred to herein as a “Company Target Contract,” and neither Target nor any of its Subsidiaries has received notice of, nor do any executive officers of such entities know of, any violation of any Target Contract.” (b) Except as may be set forth in Schedule 3.12(b) of the Target Disclosure Schedule, (i) Each Company each Target Contract is a valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy obligation of Target and Equity Exception), and is in full force and effect, (ii) each Company Target and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract Target Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a breach, violation or material default on the part of the applicable Company Target or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Target Contract.

Certain Contracts. (a) None of the Companies Neither MBNA nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Bank of America, MBNA, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of MBNA or any Subsidiary thereof, (iii) that contains is a non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) to be performed after the date of this Agreement that has not been filed or client or customer non-solicit requirement or other provision incorporated by reference in the MBNA SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, by MBNA or, to the knowledge of SellerMBNA, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureincluding any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan or stock purchase plan, guarantee any of the benefits of which will be increased, or other agreement relating to material indebtedness the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any Company stockholder approval or the consummation of any of its Subsidiariesthe transactions contemplated by this Agreement, or the value of any third party for of the benefits of which will be calculated on the Companies basis of or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or affected by any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company MBNA Disclosure Schedule, is referred to as a an “Company MBNA Contract,” and neither MBNA nor any of its Subsidiaries knows of, or has received notice of, any violation of any MBNA Contract by any of the other parties thereto.” (b) (i) Each Company MBNA Contract is valid and binding on the applicable Company MBNA or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each Company MBNA and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract MBNA Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company MBNA or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company MBNA Contract.

Certain Contracts. (a) None Except as disclosed on Section 3.13(a) of the Companies Target Disclosure Schedule, neither Target nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete that, upon execution of this Agreement or client consummation or customer non-solicit requirement shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Buyer, Target, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other provision service provider of Target or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Target SEC Reports filed before the date hereof, (iv) that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, by Target or, to the knowledge of SellerTarget, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureincluding any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan, guarantee performance stock, phantom or other agreement relating to material indebtedness restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any Company shareholder approval or the consummation of any of its Subsidiariesthe transactions contemplated by this Agreement, or the value of any third party for of the benefits of which will be calculated on the Companies basis of or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or affected by any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to as a “Company Target Contract,” and neither Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Target Contract by any of the other parties thereto.” (b) (i) Each Company Target Contract is valid and binding on the applicable Company Target or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each Company Target and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Target Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company Target or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Target Contract.

Certain Contracts. (a) None Section 3.13(a) of the Companies nor any Company Disclosure Schedule sets forth all of their the following Contracts in existence to which the Company or its Subsidiaries is a party to or by which it is bound by any contractas of the date hereof (collectively, arrangement, commitment or understanding (whether written or oral) the “Company Contracts”): (i) Any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) Contracts for the sale of any material assets or rights of the Company or its Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets, in each case, since January 1, 2009, or with obligations remaining to be performed or liabilities continuing after the date of this Agreement; (iii) Contracts for joint-ventures, strategic alliances or partnerships or other similar entities that are material to the Companies Company and their its Subsidiaries taken as a whole, ; (iiiv) that contains a Any non-compete or client or customer competition, non-solicit requirement solicitation or exclusive dealing agreement, or any other agreement or obligation that purports to limit or restrict in any material respect (A) the ability of the Company, its Subsidiaries or other provision that restricts Affiliates or, following the conduct Closing, Parent or its Affiliates, to solicit customers or employees or (B) the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries or, following the Closing, Parent or its Affiliates; (v) Contracts relating to the acquisition by the Company or its Subsidiaries of any operating business, capital stock or assets of any other Person since January 1, 2009, other than for purchases of publicly traded shares of capital stock made in the day-to-day operations of the Company and its Subsidiaries; (vi) Contracts or instruments relating to the incurrence, assumption or guarantee of any indebtedness or imposing a Lien on any of its material assets other than in the Ordinary Course of Business; (vii) Contracts where the Company or any of its Subsidiaries is the lessee or sublessee of, or the manner of conductingis granted a similar occupancy interest in, any line real property or pursuant to which the Company or any of business its Subsidiaries grants to any Person a leasehold or subleasehold, or similar occupancy interest, in any geographic areareal property; (viii) Contracts for the provision of goods or services or License Agreements, orin each case requiring fees, to royalties, payments or other consideration in excess of $50,000 annually or $150,000 in the knowledge of Seller, upon consummation aggregate over the term of the transactions contemplated hereby could restrict Contract; (ix) Contracts that grant any right of first refusal or right of first offer or similar right or that purport to limit the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Company or any of its Subsidiaries to conduct business on an exclusive own, operate, sell, transfer, pledge or preferential basis with otherwise dispose of any third party material assets or upon consummation business; (x) Contracts the subject matter of which pertains to the solicitation or referral of customers of the transactions contemplated hereby will Company or its Subsidiaries that are material to the Company and its Subsidiaries taken as a whole; (xi) Contracts that obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its SubsidiariesSubsidiaries to cap fees, share fees or of other payments, share expenses, waive fees or to reimburse or assume any third party for which or all fees or expenses thereunder that would be material to the Companies or their Company and its Subsidiaries is taken as a guarantor or is otherwise liable; whole; (viixii) that requires Contracts requiring the Companies Company or any of their its Subsidiaries (A) to make an investment inco-invest with any other Person, (B) to provide seed capital or similar investment, or otherwise provide funds to, (C) to invest in any personinvestment product, in each case in an amount in excess of $1 million; 100,000 individually or $250,000 in the aggregate; (viiixiii) that is any written employment, severance, termination, employee-like consulting or retirement Contract for any employee providing for annual compensation in excess of $250,000 (excluding discretionary bonuses) or with an agencyrespect to the employment of, brokerseverance, insurer retention or payment to, any of its directors and executive officers; (xiv) any material Contract involving Intellectual Property or relating to the provision of data processing, network communication or other person technical services to or by it (other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that accounted has not been modified or customized for 1% the Company or more its Subsidiaries); (xv) any Contract relating to the settlement of any action since December 31, 2007 with (A) the SEC, FINRA, any Governmental Entity or Regulatory Agency (regardless of amount) or (B) any Person (other than a Governmental Entity or SRO) for an amount in excess of $100,000; (xvi) Contracts that bind or purport to bind, any controlling Affiliates of the sales Company; (xvii) any distribution or sub-distribution Contract or Contract for the provision of brokerage services pursuant to which the Companies Company or any of its Subsidiaries paid in excess of $100,000 during the 2010 calendar year; (xviii) Contracts (or groups of related Contracts) other than Company Benefit Plans that involve the expenditure of more than $100,000 annually or $250,000 in the aggregate which may not be freely terminated by the Company or its applicable Subsidiary upon notice of 90 days or less without penalty or other payment payable by the Company or its applicable Subsidiary; (xix) “soft dollar” arrangements with any customer that involve the expenditure of more than $50,000 per customer annually or $150,000 per customer in the aggregate; (xx) Contracts providing for the payment to the Company or any of its Subsidiaries of a retainer or similar fee of more than $50,000 annually or $150,000 in the aggregate; (xxi) Contracts pursuant to which the Company or any of its Subsidiaries (or any of their predecessor companies) has any ongoing indemnification obligations, retained liabilities or earnouts that are material to the Company and their Insurance Subsidiaries, its Subsidiaries taken as a whole, for in each case with respect to the 12 months ended June 30, 2008; (ix) that provides for the indemnification sale of any officerassets, director rights or employee businesses; and (xxii) all written amendments, supplements and modifications in respect of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contractforegoing.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable SubsidiarySubsidiary and the other party thereto, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (iieffect and has not been modified or amended except pursuant to an amendment set forth on Section 3.13(b) each of the Company Disclosure Schedule. The Company and each of its Subsidiaries Subsidiaries, as applicable, and, to Sellerthe Company’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will would constitute, a material breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Sellerthe Company’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no material disputes pending or, to Sellerthe Company’s knowledge, threatened threatened, and no material amounts due or owing remain unpaid, with respect to any Company Contract.

Certain Contracts. (aSection 5.1(k) None of the Companies nor any of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to Letter sets forth a list as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable date of this Agreement of each Contract to which either the Company or any of its Subsidiaries oris a party or bound, other than Contracts solely among the Company and its wholly owned Subsidiaries, which (A) provides that any of them will not compete with any other Person, or which grants “most favored nation” protections to Sellerthe counterparty to such Contract, in each case that is either of the type required to be listed pursuant to clause (K) below, or from and after the Effective Time would be or would purport to be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) in a manner that would be material, (B) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries may engage or the manner or locations in which any of them may so engage in any business, which Contract either involves payments or receipts in excess of $20,000,000 in any year, or from and after the Effective Time would be or would purport to be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) in a manner that would be material, (C) requires the Company or its Affiliates to deal exclusively with any Person or group of related Persons, which Contract either involves payments or receipts in excess of $20,000,000 in any year, or from and after the Effective Time, would be or would purport to be binding on Parent or its Affiliates (other than any licenses or other Contracts entered into in the ordinary course), (D) is material to the formation, creation, operation, management or control of any partnership or joint venture, the book value of the Company’s knowledgeinvestment in which exceeds $10,000,000, (E) is a Contract for the lease of real or personal property providing for annual payments of $5,000,000 or more, (F) is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (G) contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person or assets at a purchase price which would reasonably be likely to exceed, or the fair market value of the equity interests or assets of which would be reasonably likely to exceed, $10,000,000, (H) was entered into with Affiliates of the Company or any of its Subsidiaries (other party thereto than the Company and its Subsidiaries) that is not a Company Plan, (I) is a CBA or other Contract to or with any labor union or other employee representative of a group of employees, (J) relates to Indebtedness in excess of $10,000,000 (other than arrangements entered into by and among the Company and any of its Subsidiaries), (K) is an Affiliation Contract generating annual license fees in excess of $20,000,000, (L) was entered into after the Applicable Date involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets (other than licenses of Intellectual Property in the ordinary course of business) or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under any such Company Contract. No notice Contract of default $10,000,000 or termination has been received under any Company Contract. There are no disputes pending ormore and which includes ongoing, to Seller’s knowledgeas of the date of this Agreement, threatened indemnity obligations, purchase price adjustments, earn-out or similar provisions, (M) is with respect to any Company Contract.any

Certain Contracts. (a) None of the Companies Except as disclosed in Advance Disclosure Schedule 2.12(a), neither Advance nor any of their Subsidiaries Advance Subsidiary is a party to, is bound by, receives, or is obligated to or bound by any contractpay benefits under, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement, arrangement or commitment, including without limitation, any agreement, indenture or other instrument relating to the Companies borrowing of money by Advance or any Advance Subsidiary (other than in the case of deposits, federal funds purchased and their Subsidiaries taken as a wholesecurities sold under agreements to repurchase in the ordinary course of business) or the guarantee by Advance or any Advance Subsidiary of any obligation, (ii) that contains any agreement, arrangement or commitment relating to the employment of a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, consultant or the manner employment, election or retention in office of conductingany present or former director or officer of Advance or any of the Advance Subsidiaries, (iii) any line contract, agreement or understanding with a labor union, (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of business in severance pay or otherwise) became or may become due to any geographic areadirector, or, to officer or employee of Advance or any of the knowledge Advance Subsidiaries upon execution of Seller, this Agreement and the Agreement of Merger or upon or following consummation of the transactions contemplated hereby could restrict by this Agreement or the ability Agreement of BuyersMerger (either alone or in connection with the occurrence of any additional acts or events), the Companies (v) any agreement, arrangement or understanding to which Advance or any of their respective the Advance Subsidiaries is a party or by which any of the same is bound which limits the freedom of Advance or any of the Advance Subsidiaries to engage compete in any line of business or with any person, other than any such limitations set forth in any geographic arealaws or regulations of general applicability to thrift holding companies and their subsidiaries, (iiivi) that obligates any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the OTS, the FDIC or any other regulatory agency, (vii) any other agreement, arrangement or understanding which would be required to be filed as an exhibit to Advance's annual, quarterly or current reports under the 1934 Act and which has not been so filed, or (viii) any other agreement, arrangement or understanding to which Advance or any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Advance Subsidiaries is a guarantor party and which is material to the business, results of operations, assets or is otherwise liable; financial condition of Advance and the Advance Subsidiaries taken as a whole (vii) that requires the Companies excluding loan agreements or any of their Subsidiaries agreements relating to make an investment in, or otherwise provide funds to, any persondeposit accounts), in each case of the foregoing cases whether written or oral. (b) Neither Advance nor any Advance Subsidiary is in default or in non-compliance under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by which its assets, business or operations may be bound or affected, whether entered into in the ordinary course of business or otherwise and whether written or oral, which default or non-compliance would have a Material Adverse Effect, 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 or non-compliance by Advance or any Advance Subsidiary. (c) Neither Advance nor any Advance Subsidiary is a party or has agreed to enter into an amount in excess of $1 million; (viii) exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies not included in Advance's audited financial statements at and their Insurance Subsidiaries, taken as a whole, for the 12 months year ended June 30, 2008; 2004 and is a derivatives contract (ixincluding various combinations thereof) (each, a "Derivatives Contract") or owns securities that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is are referred to generically as a “Company Contract"structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract."

Certain Contracts. (a) None Except as otherwise provided in this Agreement or as disclosed on Section 3.13(a) of the Companies Seller Disclosure Schedule, neither Seller nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete that, upon execution of this Agreement or client consummation or customer non-solicit requirement shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Buyer, Seller, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other provision service provider of Seller or any Subsidiary thereof, (iii) that is a contract material to the business of Seller to be performed after the date of this Agreement, (iv) that materially restricts the conduct ofof any line of business, or the manner of conductingarea in which such business is conducted, any line of business in any geographic area, by Seller or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureincluding any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan, guarantee performance stock, phantom or other agreement relating to material indebtedness restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any Company shareholder approval or the consummation of any of its Subsidiariesthe transactions contemplated by this Agreement, or the value of any third party for of the benefits of which will be calculated on the Companies basis of or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or affected by any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Seller Disclosure Schedule, is referred to as a “Company Seller Contract,” and neither Seller nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Seller Contract by any of the other parties thereto.” (b) (i) Each Company Seller Contract is valid and binding on the applicable Company Seller or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each Company Seller and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Seller Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company Seller or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Seller Contract.

Certain Contracts. (a) None of the Companies Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any of their the Seller Subsidiaries is a party to, is bound or affected by, receives, or is obligated to or bound by any contractpay benefits under, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the Companies and their borrowing of money by Seller or any of the Seller Subsidiaries taken as a wholeor the guarantee by Seller or any of the Seller Subsidiaries of any obligation, (ii) that contains any agreement, arrangement or commitment relating to the employment of a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, consultant or the manner employment, retirement, election or retention in office of conductingany present or former director or officer of Seller or any of the Seller Subsidiaries, (iii) any line contract, agreement or understanding with a labor union, (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of business in severance pay or otherwise) became or may become due to any geographic areadirector, or, to officer or employee of Seller or any of the knowledge Seller Subsidiaries upon execution of Seller, this Agreement or upon or following consummation of the transactions contemplated hereby could restrict by this Agreement (either alone or in connection with the ability occurrence of Buyersany additional acts or events), the Companies (v) any agreement, arrangement or understanding to which Seller or any of their respective the Seller Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Seller Subsidiaries to engage compete in any line of business in or with any geographic areaperson, (iii) or that obligates involve any restriction of the Companies geographic area in which, or method by which, it or any of its Subsidiaries to conduct subsidiaries may carry on its business on an exclusive (other than as may be required by law or preferential basis any regulatory agency), (vi) any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with any third party or upon consummation of by the transactions contemplated hereby will obligate BuyersOTS, the Companies FDIC or any other regulatory agency, (vii) any other agreement, arrangement or understanding which would be required to be filed as an exhibit to Seller's annual, quarterly or current reports under the 1934 Act and which has not been so filed, (viii) any joint venture, partnership or similar agreement, arrangement or understanding providing for the sharing of profits, losses, costs or liabilities by it or any of their respective the Seller Subsidiaries to conduct business with any third party on an exclusive other person or preferential basis, in (ix) any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit other agreement, loan agreement, guarantee arrangement or other agreement relating understanding to material indebtedness of any Company which Seller or any of its Subsidiaries, or of any third party for which the Companies or their Seller Subsidiaries is a guarantor party and which is material to the business, operations, assets or is otherwise liable; financial condition of Seller and the Seller Subsidiaries taken as a whole (vii) that requires the Companies excluding loan agreements or any of their Subsidiaries agreements relating to make an investment in, or otherwise provide funds to, any persondeposit accounts), in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director foregoing cases whether written or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contractoral.” (b) (i) Each Company Contract Neither Seller nor any of the Seller Subsidiaries is valid and binding in default or in non-compliance, which default or non-compliance would have a material adverse effect on the applicable Company business, operations, assets or financial condition of Seller and the Seller Subsidiaries taken as a whole or the transactions contemplated hereby, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by which its applicable Subsidiaryassets, enforceable against it business or operations may be bound or affected, whether entered into in accordance with its terms (subject to the Bankruptcy ordinary course of business or otherwise and Equity Exception)whether written or oral, and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto there has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no not occurred any event or condition exists that constitutes or, after notice or with the lapse of time or the giving of notice, or both, will constitute, would constitute such a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractnon-compliance.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that which is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a wholeSEC), (ii) that which contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, limits (or the manner of conducting, any line of business purports to limit) in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict material respect the ability of Buyersthe Company or its affiliates (or, following the Closing, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates) to engage or compete in any line of business in (including (a) any exclusivity or exclusive dealing provisions with such an effect or (b) any geographic arearestrictions and preferential arrangements), (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (viv) that pertains other than extensions of credit (all of which extensions of credit have been made in compliance with Company Bank’s credit policy manual and all applicable laws, statutes, rules or regulations), other banking products offered by the Company and its Subsidiaries or derivatives, which creates future payment obligations to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any from the Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; 100,000 annually, and that by its terms does not terminate or is not terminable without penalty upon notice of sixty (viii60) days or less, (v) that is grants any right of first refusal, right of first offer or similar right with an agencyrespect to any material assets, broker, insurer rights or other person that accounted for 1% or more properties of the sales of the Companies and their Insurance Company or its Subsidiaries, taken as a whole, (vi) for any joint venture, partnership or similar agreement material to the 12 months ended June 30Company or its Subsidiaries, 2008; (vii) that requires the Company or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business to any person on a priority or exclusive basis, (viii) that relates to the acquisition or disposition of any business, capital stock or assets of any Person (whether by merger, sale of stock, sale of assets or otherwise) that has any remaining obligations (other than customary obligations relating to the indemnification of directors and officers), or (ix) that relates to any real property leased, subleased, licensed or occupied by the Company or its Subsidiaries as lessee, sublessee, licensee or occupant and provides for annual payments by the indemnification Company or its Subsidiaries in excess of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement$100,000. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a) (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would have, either individually or in the aggregate, a Material Adverse Effect on the Company.” (b) In each case, except as, either individually or in the aggregate, would not have a Material Adverse Effect on the Company, (i) Each each Company Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract, (iii) each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date under such Company Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Camber Disclosure Schedule, as of the date hereof, neither Camber nor any of their Subsidiaries Camber Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (each, a “Contract”), including any Camber Lease (as defined below) but excluding any Camber Benefit Plan, that has not expired or been terminated as of the date of this Agreement (such that none of its provisions remains in force or effect, other than provisions of the type that customarily survive pursuant to their terms and that are not expected to give rise to material liability or materially restrict the business of Camber) and: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Camber or any geographic area, or, to of the knowledge of Seller, Camber Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies Camber or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Camber Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of Camber or any Camber Subsidiary, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Camber or any Camber Subsidiary of, or any similar commitment by Camber or any Camber Subsidiary with respect to, the obligations, liabilities or indebtedness of any Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 500,000 or more, other than any Camber Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of most recent fiscal year exceeded $500,000 for Camber and the Companies and their Insurance Camber Subsidiaries, taken as a whole, pursuant to which Camber and the Camber Subsidiaries purchase or lease from such manufacturer, vendor, lessor, or other supplier (but excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vi) that is with any customer with respect to which customer the aggregate annual revenue for the 12 months ended June 30most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, 2008taken as a whole, pursuant to which such customer purchases products and services from Camber and the Camber Subsidiaries (excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); February 2021 - April 2023 – First Amendment to (vii) that grants any right of first refusal, right of first offer, or right of first negotiation with respect to any material assets, rights or properties of Camber or the Camber Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $50,000 per annum (other than any such Contracts which are terminable by Camber or any Camber Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Camber or any of their Subsidiaries; Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, other than those that are received pursuant to Non-Scheduled Contracts (as defined below); (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of Camber or any Camber Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between Camber and its wholly- owned Subsidiaries or among Camber’s wholly- owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich Camber or the Camber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) None Except as set forth in Schedule 3.16(a) of the Companies Pamrapo Disclosure Schedules, neither Pamrapo nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees; (ii) that contains a non-compete which would entitle any present or client former director, officer, employee or customer non-solicit requirement agent of Pamrapo or other provision that restricts the conduct of, any of its Subsidiaries to indemnification from Pamrapo or the manner any of conducting, any line of business in any geographic area, or, to the knowledge of Sellerits Subsidiaries; (iii) which, upon the consummation of the transactions contemplated hereby could restrict by this Agreement or the ability Bank Merger Agreement will (either alone or upon the occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from BCB, Pamrapo, Pamrapo Bank, the Companies Bank or any of their respective Subsidiaries or successors to engage any officer or employee thereof; (iv) which involves the annual payment of $25,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or $50,000 per annum, in the case of any other such agreement; (vi) which materially restricts the conduct of any line of business in any geographic area, (iii) that obligates any of the Companies by Pamrapo or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, Subsidiaries; (ivvii) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyrelating to the acquisition or disposition of any business (whether by merger, brokersale of stock, insurer sale of assets or otherwise) or material assets (other person that accounted for 1% or more of than this Agreement and the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008Bank Merger Agreement); (ix) that provides for grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the indemnification ability of any officer, director or employee of the Companies Pamrapo or any of their Subsidiariesits Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (x) with respect to any material joint venture, partnership agreement or similar agreement; (xi) with respect to any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Pamrapo or its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $5,000,000; or (xxiii) that would preventexcluding the plans set forth on Schedule 3.11, materially delay where any employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or materially impede stock purchase plan) will be increased, or the Companies’ ability to consummate vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a)Sections 3.16(a) and 3.16(c) hereof, whether or not is set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Company Pamrapo Disclosure ScheduleSchedules, is referred to herein as a “Company Pamrapo Contract.”” Pamrapo has previously delivered to BCB true and correct copies of each Pamrapo Contract. (b) Except as set forth in Schedule 3.16(b) of the Pamrapo Disclosure Schedules, (i) Each Company each Pamrapo Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company Pamrapo and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract and Pamrapo Contract, except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Pamrapo, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a breach, violation or material default on the part of the applicable Company Pamrapo or any of its Subsidiaries orunder any such Pamrapo Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Pamrapo and (iv) no other party to such Pamrapo Contract is, to SellerPamrapo’s knowledge, in default in any other party thereto under respect thereunder. (c) Schedule 3.16(c) of the Pamrapo Disclosure Schedules sets forth all agreements of Pamrapo providing for the lease of real property, copies of which have previously been delivered or made available to BCB including term of the lease, any option to extend such Company Contract. No lease and any consent or notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened required in connection with respect to any Company Contractthe Merger and the transactions contemplated hereby.

Certain Contracts. (a) None Except as set forth in Section 4.14(a) of the Companies Rockville Disclosure Schedule, as of the date hereof, neither Rockville nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) that which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Rockville, United, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Rockville or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic areabusiness, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture(including any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan or stock purchase plan) any of the benefits of which will be increased, guarantee or other agreement relating to material indebtedness the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Rockville or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Rockville or its Subsidiaries or (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $200,000 per annum (other than any such contracts which are terminable by Rockville or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.14(a), whether or not set forth in the Company Rockville Disclosure Schedule, is referred to herein as a “Company Rockville Contract,” and neither Rockville nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Rockville.” (b) (i) Each Company Rockville Contract is valid and binding on the applicable Company Rockville or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville, (ii) each Company Rockville and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Rockville Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville, (iii) to Rockville’s knowledge each third-party counterparty to each Rockville Contract has in performed all obligations required to be performed by it to date under such Rockville Contract all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rockville, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company Rockville or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Rockville Contract. No notice of default , except where such default, either individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Rockville.

Certain Contracts. (a) None Except as otherwise provided in this Agreement or as disclosed on Section 3.13(a) of the Companies Yadkin Disclosure Schedule, neither Yadkin nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete that, upon execution of this Agreement or client consummation or customer non-solicit requirement shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Yadkin, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other provision service provider of Yadkin or any Subsidiary thereof, (iii) that is a contract material to the business of Yadkin to be performed after the date of this Agreement, (iv) that materially restricts the conduct ofof any line of business, or the manner of conductingarea in which such business is conducted, any line of business in any geographic area, by Yadkin or, to the knowledge of SellerYadkin, upon consummation of the transactions contemplated hereby could Mergers will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureincluding any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan, guarantee performance stock, phantom or other agreement relating to material indebtedness restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any Company shareholder approval or the consummation of any of its Subsidiariesthe transactions contemplated by this Agreement, or the value of any third party for of the benefits of which will be calculated on the Companies basis of or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or affected by any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Yadkin Disclosure Schedule, is referred to as a “Company Yadkin Contract,” and neither Yadkin nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Yadkin Contract by any of the other parties thereto.” (b) (i) Each Company Yadkin Contract is valid and binding on the applicable Company Yadkin or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each Company Yadkin and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Yadkin Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company Yadkin or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Yadkin Contract.

Certain Contracts. (a) None Except as set forth in Section 3.14(a) of the Companies Company Disclosure Schedule, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment or retention of any director, officer, employee or consultant; (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation of the transactions contemplated hereby could restrict by this Agreement, will (either alone or upon the ability occurrence of Buyersany additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from the Buyer, the Companies Company, the Bank, the Surviving Corporation or any of their respective Subsidiaries to engage any officer, director, consultant or employee thereof; (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement; (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of more than $18,000 per annum, in the case of any such agreement with an individual, or $24,000 per annum, in the case of any other such agreement; (v) which materially restricts the conduct of any line of business in any geographic area, (iii) that obligates any of by the Companies Company or any of its Subsidiaries to conduct business on an exclusive Subsidiaries; (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or preferential basis with stock purchase plan) any third party of the benefits of which will be increased, or upon consummation the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated hereby will obligate Buyersby this Agreement, or the Companies or value of any of their respective Subsidiaries to conduct business with the benefits of which will be calculated on the basis of any third party on an exclusive or preferential basis, in any case of the preceding transactions contemplated by this Agreement; (vii) which is material, (iv) with or relates to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any owed by the Company or any of its Subsidiaries, or the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of any third party for which federal funds, fully-secured repurchase agreements and trade payables incurred in the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any ordinary course of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; business consistent with past practice); (viii) that is with an agencyinvolving intellectual property or relating to the provision of data processing, broker, insurer network communication or other person that accounted for 1% technical services to or more of by the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries orSubsidiaries, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice than agreements entered into in the ordinary course of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened business; (ix) with respect to any mortgage, pledge, indenture or security agreement or similar arrangement constituting an Encumbrance upon the assets or properties of the Company Contract.or any of its Subsidiaries; (x) for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $10,000, other than in the ordinary course of business; or

Certain Contracts. (a) None of Except as set forth in the Companies Company SEC Reports filed or furnished prior to the date hereof, neither the Company nor any of their Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or shareholder approval of the Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that contains is a non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) to be performed after the date of this Agreement that has not been filed or client or customer non-solicit requirement or other provision incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, by the Company or, to the knowledge of Sellerthe Company, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a savings and loan holding company or bank holding company may lawfully engage, (iiiv) that obligates contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the Merger would purport to limit or restrict, in any material respect the ability of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate BuyersCompany, the Companies Surviving Corporation or any of their respective Subsidiaries to conduct business with their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any third party on an exclusive or preferential basis, in any case portion of the preceding which business of the Company or its Subsidiaries is material, or would be conducted or (ivB) with any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness limit the ability of any the Company or any of its Subsidiaries or, following the Merger, the Surviving Corporation or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any third party for which the Companies material assets or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment inbusiness, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viiivi) 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 with an agency, broker, insurer material to the Company or other person that accounted for 1% or more of the sales of the Companies and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a)3.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and the Company has no knowledge of, nor has the Company or any Company Subsidiary received written notice of, any violation of any Company Contract by any of the other parties thereto. The Company has previously made available to Parent complete and correct copies of all of the Company Contracts, including any and all amendments and modifications thereto.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effecteffect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity), (ii) each the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto Company Subsidiary has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None The Company Disclosure Letter lists each of the Companies nor following Contracts, to which either the Company or any of their its Subsidiaries is a party to or bound by any contractparty, arrangementincluding all amendments and supplements thereto, commitment or understanding (whether written or oral) collectively, the “Material Contracts” and each a “Material Contract”): (i) All employment, consultation, retirement, termination, sign-on, buy-out or other Contracts with any present or former officer, director, trustee, employee, agent, broker or independent contractor of the Company or any of its Subsidiaries (including, but not limited to, loans or advances to any such Person (as defined below) or any Affiliate of such Person) excluding (I) such Contracts which are terminable by the Company or any of its Subsidiaries at will without severance and (II) Contracts that is material involve or are reasonably likely to involve the payment pursuant to the Companies and their Subsidiaries taken as a whole, terms of such Contract of less than $100,000; (ii) that contains a non-compete All Contracts containing any provision or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict covenant (A) limiting the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis compete with any third party Person in its business, to do business with any Person or upon consummation in any location or to employ any Person, (B) limiting the ability of any Person to compete with or obtain products or services from the transactions contemplated hereby will obligate Buyers, the Companies Company or any of their respective its Subsidiaries to conduct business with or (C) restricts the Company or any third party on an exclusive or preferential basis, of its Subsidiaries from engaging in any case business or activity anywhere in the world; (iii) All Contracts relating to the borrowing of money by the Company or any of its Subsidiaries or the direct or indirect guarantee by the Company or any of its Subsidiaries of any obligation of any Person for borrowed money or other specific financial obligation of any Person, or any other liability of the preceding which is materialCompany or any of its Subsidiaries in respect of indebtedness for borrowed money or other specific financial obligation of any Person, including, but not limited to, any Contract relating to or containing provisions with respect to any lines of credit or similar facilities; (iv) All Contracts (other than contracts entered into in the ordinary course of business) with any Person containing any provision or covenant relating to the indemnification or holding harmless by the Company or any of its Subsidiaries of any Person which is reasonably likely to result in a labor union liability to the Company or guild (including any collective bargaining agreement), of its Subsidiaries of $100,000 or more; (v) that pertains All Contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) or future acquisition of any interest in any business enterprise, and all contracts relating to the future disposition of a material joint venture portion of the assets of the Company or material partnership agreement; any of its Subsidiaries; (vi) All Contracts with any director or Affiliate of the Company; and (vii) All other Contracts (other than Contracts which are expressly excluded under any other subsection of this Section 4.14) that involve or are reasonably likely to involve the payment pursuant to the terms of such Contracts by or to the Company or its Subsidiaries of $100,000 or more or the termination of which is an indenturereasonably likely to have a Material Adverse Effect on the Company. (b) Except as has not had and would not reasonably be expected to have, credit agreementindividually or in the aggregate, loan agreementa Material Adverse Effect on the Company and except as provided in the Company Disclosure Letter: (i) each Material Contract is a legal, guarantee or other agreement relating to material indebtedness valid and binding obligation of any the Company or any of its Subsidiaries, or of any third party for which as the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires case may be, and, to the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more knowledge of the sales Company, of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiaryeach other party thereto, enforceable against it each such party in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effectterms, (ii) each neither the Company and each nor any of its Subsidiaries andSubsidiaries, as the case may be, nor, to Seller’s knowledgethe knowledge of the Company, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract a Material Contract, is in violation or default of any term of any Material Contract, and (iii) no condition or event or condition exists that constitutes orthat, after with the giving of notice or lapse the passage of time time, or both, will constitute, would constitute a breach, violation or default on by the part of the applicable Company or any of its Subsidiaries orSubsidiaries, to Seller’s knowledgeas the case may be, or any other party thereto under to a Material Contract, or permit the termination, modification, cancellation or acceleration of performance of the obligations of the Company or any such Company Contract. No notice of default its Subsidiaries, as the case may be, or termination has been received under any Company Contract. There are no disputes pending or, other party to Seller’s knowledge, threatened with respect to any Company the Material Contract.

Certain Contracts. (a) None of the Companies Neither Mercantile nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) that contains is a non"material contract" (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) to be performed after the date of this Agreement that has not been filed or client or customer non-solicit requirement or other provision incorporated by reference in the Mercantile Reports, (iii) that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, by Mercantile or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic area, (iii) that obligates any of the Companies which a bank holding company may lawfully engage or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) . Mercantile has previously made available to Firstar true and correct copies of all employment and deferred compensation agreements that pertains are in writing and to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries Mercantile is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.14(a) and in Section 4.11(a), whether or not set forth in the Company Mercantile Disclosure Schedule, is referred to herein as a “Company "Mercantile Contract", and neither Mercantile nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto that will have, individually or in the aggregate, a Material Adverse Effect on Mercantile.” (b) (i) Each Company Mercantile Contract is valid and binding on the applicable Company Mercantile or any of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company Mercantile and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract Mercantile Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Mercantile, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company Mercantile or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Mercantile Contract. No notice of default , except where such default, either individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, to Seller’s knowledge, threatened with respect to any Company Contractwill not have a Material Adverse Effect on Mercantile.

Certain Contracts. (a) None Except as set forth in Section 3.14(a) of the Companies Jefferson Disclosure Schedule, as of the date hereof, neither Jefferson nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees, (ii) that which, upon the execution or delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from HomeTrust, Jefferson, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or independent contractor thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of, or the manner of conducting, any line of business in by Jefferson or any geographic areaof its Subsidiaries or affiliates, or, to the knowledge of Seller, or upon consummation of the transactions contemplated hereby could Merger or the Bank Merger will restrict the ability of Buyers, the Companies Surviving Company or any of their respective its Subsidiaries or affiliates to engage in any line of business in any geographic areabusiness, (iiiv) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Jefferson Benefit Plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Jefferson or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Jefferson or its Subsidiaries, (ix) that involves the payment by Jefferson or any of its Subsidiaries of more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Jefferson or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, other than the condition of notice), (x) that pertains to the leasing of real property, (xi) that obligates any of the Companies Jefferson or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any a third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (vxii) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company imposes potential recourse obligations on Jefferson or any of its SubsidiariesSubsidiaries in connection with sale of loans or loan participations, (xiii) for the subservicing of loans, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ixxiv) that provides for the contractual indemnification of to any director, officer, director employee or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.14(a), whether or not set forth in the Company Jefferson Disclosure Schedule, is referred to herein as a “Company Jefferson Contract,” and neither Jefferson nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.” (b) To the knowledge of Jefferson, (i) Each Company each Jefferson Contract is valid and binding on the applicable Company Jefferson or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company Jefferson and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Company Jefferson Contract, (iii) each third-party counterparty to each Jefferson Contract has performed all material obligations required to be performed by it under such Jefferson Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company Jefferson or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Jefferson Contract.

Certain Contracts. (a) None Section 6.23 of the Companies nor Transocean Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Transocean Reports filed prior to the date of this Agreement) to which Transocean or any Subsidiary of their Subsidiaries Transocean is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted other than any such limitation that is not material to the Companies Transocean and their Subsidiaries its Subsidiaries, taken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the Effective Time, (ii) that contains any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a non-compete borrowing capacity or client outstanding indebtedness of $50 million or customer non-solicit requirement more, (v) any employment agreement between Transocean or any of its Subsidiaries, on the one hand, and any of Transocean’s officers and key employees, on the other provision that restricts hand, (vi) any agreement which, upon the conduct ofconsummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the manner acceleration or vesting of conductingany right to any payment or benefits, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies from Transocean or GlobalSantaFe or any of their respective Subsidiaries to engage in any line officer, director, consultant or employee of business in any geographic area, (iii) that obligates any of the Companies or foregoing, (vii) any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding agreement which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan joint operating agreement, guarantee partnership agreement or other similar contract or agreement relating to material indebtedness involving a sharing of any Company profits and expenses with one or any of its Subsidiariesmore third Persons, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyany agreement the benefits of which will be increased, broker, insurer or other person that accounted for 1% or more the vesting of the sales benefits of which will be accelerated, by the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification occurrence of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a6.23(a), whether or not set forth included as an exhibit to any Transocean Report or included in Section 6.23 of the Company Transocean Disclosure ScheduleLetter, is referred to herein as a “Company Transocean Material Contract,” and for purposes of Section 7.1 and the bringdown of Section 6.23(b) pursuant to Section 8.2(a), “Transocean Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) (i) Each Company Transocean Material Contract is valid and binding on the applicable Company or its applicable Subsidiaryis, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)knowledge of Transocean, and is in full force and effect, (ii) each Company and Transocean and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects performed all obligations required to be performed by it them to date under each Company Transocean Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a breachTransocean Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, violation individually or default on in the part of the applicable Company or aggregate, a Transocean Material Adverse Effect, neither Transocean nor any of its Subsidiaries or(x) knows of, or has received written notice of, any breach of or violation or default under (nor, to Seller’s knowledgethe knowledge of Transocean, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Transocean Material Contract or (y) has received written notice of the desire of the other party or parties to any such Transocean Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Transocean Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Transocean Material Contract or permit any other party thereto under any to a Transocean Material Contract to exercise rights adverse to Transocean. Each Transocean Material Contract is enforceable by Transocean or a Subsidiary of Transocean in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such Company Contract. No notice of default unenforceability is not reasonably likely to create, individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, to Seller’s knowledge, threatened with respect to any Company Contracta Transocean Material Adverse Effect.

Certain Contracts. (a) None Except as set forth in Section 4.16(a) of the Companies First Place Disclosure Schedule, neither First Place nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees or consultants, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation of the transactions contemplated hereby could restrict by this Agreement or the ability Bank Merger Agreement will (either alone or upon the occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from FFY, First Place, the Companies Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to engage any officer or employee thereof, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in First Place Reports, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business in any geographic area, (iii) that obligates any of the Companies by First Place or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialSubsidiaries, (ivvi) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of their Subsidiaries to make an investment inthe benefits of which will be increased, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more the vesting of the sales benefits of which will be accelerated, by the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification occurrence of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.16(a), whether or not set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, is referred to herein as a “Company "First Place Contract.” (b) (i) Each Company Contract is valid " The First Place has previously delivered to FFY true and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) correct copies of each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company First Place Contract.

Certain Contracts. (a) None Section 4.23 of the Companies nor Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Subsidiary of their Subsidiaries Parent is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to the Companies Parent and their Subsidiaries its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) that contains any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a non-compete borrowing capacity or client outstanding indebtedness of $50 million or customer non-solicit requirement more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other provision that restricts hand, (vi) any agreement which, upon the conduct ofconsummation of the Merger or any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the manner acceleration or vesting of conductingany right to any payment or benefits, any line of business in any geographic area, or, to from Parent or the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies Company or any of their respective Subsidiaries to engage in any line officer, director, consultant or employee of business in any geographic area, (iii) that obligates any of the Companies or foregoing, (vii) any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding agreement which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan joint operating agreement, guarantee partnership agreement or other similar contract or agreement relating to material indebtedness involving a sharing of any Company profits and expenses with one or any of its Subsidiariesmore third Persons, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyany agreement the benefits of which will be increased, broker, insurer or other person that accounted for 1% or more the vesting of the sales benefits of which will be accelerated, by the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification occurrence of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.23(a), whether or not set forth included as an exhibit to any Parent Report or included in Section 4.23 of the Company Parent Disclosure Schedule, is referred to herein as a “Company Parent Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) (i) Each Company Parent Material Contract is valid and binding on the applicable Company or its applicable Subsidiaryis, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)knowledge of Parent, and is in full force and effect, (ii) each Company and Parent and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects performed all obligations required to be performed by it them to date under each Company Parent Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a breachParent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, violation individually or default on in the part of the applicable Company or aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries or(x) knows of, or has received written notice of, any breach of or violation or default under (nor, to Seller’s knowledgethe knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Parent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party thereto under any to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such Company Contract. No notice of default unenforceability is not reasonably likely to create, individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, to Seller’s knowledge, threatened with respect to any Company Contracta Parent Material Adverse Effect.

Certain Contracts. (a) None Schedule 5.19 is a complete and correct list of all contracts, commitments, indentures, mortgages, obligations, agreements and understandings which are not set forth in any other Schedule delivered hereunder and to which the Companies nor any of their Subsidiaries Company is a party or otherwise bound, except for each of those which (A) was made in the ordinary course of business, and (B) either (1) is terminable by the Company (and will be terminable by Buyer) without liability, expense or other obligation on 30 days' notice or less, or (2) may be anticipated to involve aggregate payments to or bound by any contractthe Company of $25,000 (or the equivalent) or less calculated over the full term thereof, arrangement, commitment or understanding and (whether written or oralC) (i) that is not otherwise material to the Companies Business or any of the Company's Assets. Complete and their Subsidiaries taken correct copies of all contracts, commitments, indentures, mortgages, obligations, agreements and undertakings set forth on any of the Schedules delivered pursuant to this Agreement have been furnished by the Selling Stockholders to Buyer, and except as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts expressly stated on the conduct of, or the manner of conducting, any line of business in any geographic area, orSchedule on which they are set forth, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic areaSelling Shareholders, (iiiA) that obligates any each of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and them is in full force and effect, (ii) each Company and each of its Subsidiaries no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to Seller’s knowledgethe best of the knowledge of the Selling Shareholders, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and no event, occurrence, condition or act exists which does (iii) no event or condition exists that constitutes or, after which with the giving of notice or the lapse of time or bothboth would) give rise to a default or right of cancellation, will constituteacceleration or loss of contractual benefits thereunder; (B) there has been no threatened cancellations thereof, a breach, violation or default on and there are no outstanding disputes thereunder; and (C) none of them is materially burdensome to the part Company. None of the material provisions of such contracts, instruments or agreements violates any existing applicable Company law, rule, regulation, judgment, order or decree of any of its Subsidiaries orgovernmental agency or court having jurisdiction over the Company, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default the Business or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractthe Company's Assets.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Company Disclosure Schedule and excluding any Company Benefit Plan, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC), (ii) that contains a non-compete or client or customer non-solicit requirement or other provision requirement, in any case, that restricts in any material respect the conduct of, or the manner of conducting, any line of business in by the Company or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the Merger and other transactions contemplated hereby could by this Agreement will so restrict in any material respect the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Parent or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation engage in such activities, (iii) that provides for the incurrence of indebtedness for borrowed money of the transactions contemplated hereby will obligate Buyers, the Companies Company or any of their respective its Subsidiaries or the guaranty of indebtedness for borrowed money of third parties, in each case, in an aggregate principal amount in excess of $10,000,000 (other than securities sold under agreement to repurchase, in each case, incurred in the ordinary course of business consistent with past practices), (iv) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries, (v) that is material and obligates the Company or any of its Subsidiaries, or following the Closing will obligate Parent or any of its Subsidiaries, to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, (iv) with that contains “most favored nation” or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; similar covenants, (vi) other than entered into in the ordinary course of business consistent with past practices, that relates to the acquisition or disposition of any assets or any business of the Company or any of its Subsidiaries with a purchase price in excess of $50,000,000 (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2016, (vii) that is an indenturea settlement, credit agreement, loan agreement, guarantee consent or other similar agreement relating to and contains any material indebtedness continuing obligations of any the Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; , (viii) that limits in any material respect the payment of dividends by the Company or any of its Subsidiaries, (ix) that is with an agencya material interest rate swap, brokercap, insurer floor or option agreement, a futures or forward contract or relates to any other material interest rate, currency, commodity or other person hedging or derivative transaction or risk management arrangement, or (x) that accounted for 1% is a contract pursuant to which the Company or more any of its Subsidiaries receives from any third party a license or similar right under any Intellectual Property Rights that are material to the business of the sales of the Companies Company and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) other than licenses with respect to software that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementis generally commercially available. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a) in existence as of the date hereof (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract” (provided that, for purposes of Section 3.13(b), the term “Company Contract” will include any of the above entered into after the date hereof that would have been a Company Contract if it had been in existence as of the date hereof).” (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company: (i) Each each Company Contract is is, assuming due authorization, execution and delivery by the third-party counterparties thereto, valid and binding on the applicable Company or one of its Subsidiaries, as applicable Subsidiary, enforceable against it (except as limited by the Enforceability Exceptions) and in full force and effect (unless such Company Contract expires in accordance with its terms (subject to after the Bankruptcy date of this Agreement or is terminated after the date of this Agreement in accordance with its terms and Equity ExceptionSection 5.2), and is in full force and effect, (ii) each the Company and each of its Subsidiaries andhas performed all obligations required to be performed by it prior to the date hereof under each Company Contract, (iii) to Seller’s knowledgethe knowledge of the Company, each other third-party thereto counterparty to each Company Contract has duly performed all obligations required to be performed by it to date under each such Company Contract and Contract, (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No , and (v) neither the Company nor any of its Subsidiaries knows of, or has received written notice of, any violation of default or termination has been received under any Company ContractContract by any of the other parties thereto. There are no disputes pending orThe Company has made available to Parent prior to the date hereof true, to Seller’s knowledge, threatened with respect to any correct and complete copies of each Company ContractContract in existence as of the date hereof.

Certain Contracts. (a) None Except as set forth in Section 3.14(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees; (ii) that, upon the execution or delivery of this Agreement, stockholder or shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (iv) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by the Company or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Integrated Mergers will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic area, business; (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; ; (vi) that is an indentureany of the benefits of which contract, credit agreementarrangement, loan agreementcommitment or understanding (including any stock option plan, guarantee stock appreciation rights plan, restricted stock plan or other agreement relating to material indebtedness stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) that relates to the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $80,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (x) that includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $80,000; or (xi) that involves aggregate payments or receipts by or to the Company or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any Subsidiary of the Company of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.14(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract”, and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract by any of the parties thereto.” (b) The Company has made available to Parent a true, correct and complete copy of each written Company Contract and each written amendment to any Company Contract. Section 3.14(b) of the Company Disclosure Schedule sets forth a true, correct and complete description of any oral Company Contract and any oral amendment to any Company Contract. (ic) Each Company Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Company Contract is enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (ii) each except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract. To the knowledge of the Company, each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it under such Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No Neither the Company nor any Subsidiary of the Company has received or delivered any notice of default cancellation or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to of any Company Contract.

Certain Contracts. (a) None Except as set forth in Section 3.14(a) of the Companies ▇▇▇▇▇▇ Valley Disclosure Schedule, as of the date hereof, neither ▇▇▇▇▇▇ Valley nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) that which, upon the execution or delivery of this Agreement, stockholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Sterling, ▇▇▇▇▇▇ Valley, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by ▇▇▇▇▇▇ Valley or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic areabusiness, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureany of the benefits of which contract, credit agreementarrangement, loan agreementcommitment or understanding (including any stock option plan, guarantee stock appreciation rights plan, restricted stock plan or other agreement relating to material indebtedness stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder adoption of this Agreement or the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by ▇▇▇▇▇▇ Valley or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of ▇▇▇▇▇▇ Valley or its Subsidiaries or (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $250,000 per annum (other than any such contracts which are terminable by ▇▇▇▇▇▇ Valley or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.14(a), whether or not set forth in the Company ▇▇▇▇▇▇ Valley Disclosure Schedule, is referred to herein as a “Company ▇▇▇▇▇▇ Valley Contract,” and neither ▇▇▇▇▇▇ Valley nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ▇▇▇▇▇▇ Valley.” (b) (i) Each Company ▇▇▇▇▇▇ Valley Contract is valid and binding on the applicable Company ▇▇▇▇▇▇ Valley or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley. ▇▇▇▇▇▇ Valley and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company ▇▇▇▇▇▇ Valley Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley. To ▇▇▇▇▇▇ Valley’s knowledge each third-party counterparty to each ▇▇▇▇▇▇ Valley Contract has in all material respects performed all obligations required to be performed by it to date under such ▇▇▇▇▇▇ Valley Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company ▇▇▇▇▇▇ Valley or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company ▇▇▇▇▇▇ Valley Contract. No notice of default , except where such default, either individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on ▇▇▇▇▇▇ Valley.

Certain Contracts. (a) None Except as set forth in Section 3.14(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees, independent contractors or consultants other than in the ordinary course of business consistent with past practice, (ii) that which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by the Company or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Integrated Mergers will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic areabusiness, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureany of the benefits of which contract, credit agreementarrangement, loan agreementcommitment or understanding (including any stock option plan, guarantee stock appreciation rights plan, restricted stock plan or other agreement relating to material indebtedness stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries, (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) which includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $100,000 or (xi) which involves aggregate payments or receipts by or to the Company or any of its Subsidiaries in excess of $100,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any Subsidiary of the Company of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.14(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of the above by any of the other parties thereto.” (b) (i) Each Company Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract. To the Company’s knowledge each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it under such Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None of the Companies Neither FNB nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerwhich, upon the consummation or shareholder approval of the transactions contemplated hereby could restrict by this Agreement will (either alone or upon the ability occurrence of Buyersany additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from FNB, LSB, the Companies Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof which, individually or in the aggregate, will have a Material Adverse Effect on FNB, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the FNB Reports, (iv) which materially restricts the conduct of any line of business by FNB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture(including any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan or stock purchase plan) any of the benefits of which will be increased, guarantee or other agreement relating to material indebtedness the vesting of the benefits of which will be accelerated, by the occurrence of any Company shareholder approval or the consummation of any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement which, individually or in the aggregate, will have a Material Adverse Effect on FNB. FNB has previously made available to LSB true and correct copies of all employment and deferred compensation agreements which are in writing and to which FNB is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.14(a), whether or not set forth in the Company FNB Disclosure Schedule, is referred to herein as a “Company FNB Contract”, and neither FNB nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on FNB.” (b) (i) Each Company FNB Contract is valid and binding on the applicable Company FNB or any of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company FNB and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract FNB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on FNB, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company FNB or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company FNB Contract. No notice of default , except where such default, either individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, to Seller’s knowledge, threatened with respect to any Company Contractwill not have a Material Adverse Effect on FNB.

Certain Contracts. (a) None Except as disclosed on Section 3.13(a) of the Companies Target Disclosure Schedule, neither Target nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, officers, employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) that contains a non-compete that, upon execution of this Agreement or client consummation or customer non-solicit requirement shareholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Buyer, Target, the Surviving Corporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, consultant, independent contractor or other provision service provider of Target or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Target SEC Reports filed before the date hereof, (iv) that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, by Target or, to the knowledge of SellerTarget, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies or any of their respective Subsidiaries Surviving Corporation to engage in any line of business in any geographic areawhich a bank holding company may lawfully engage, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indentureas to any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan, guarantee performance stock, phantom or other agreement relating to material indebtedness restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any Company shareholder approval or the consummation of any of its Subsidiariesthe transactions contemplated by this Agreement, or the value of any third party for of the benefits of which will be calculated on the Companies basis of or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or affected by any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to as a “Company Target Contract,” and neither Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Target Contract by any of the other parties thereto.” (b) (i) Each Company Target Contract is valid and binding on the applicable Company Target or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), Subsidiary and is in full force and effect, (ii) each Company Target and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Target Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company Target or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Target Contract.

Certain Contracts. (a) None of the Companies Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any of their the Subsidiaries is a party to, is bound or affected by, receives or is obligated to pay benefits under (i) any agreement, arrangement or bound commitment, including any agreement, indenture or other instrument relating to the borrowing of money by Seller or any of the Subsidiaries or the guarantee by Seller or any of the Subsidiaries of any obligation except for deposit liabilities and federal funds purchased in the ordinary course of business; (ii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any present or former director, officer or employee of Seller or any of the Seller Subsidiaries (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by Seller or Seller Subsidiary; (iii) any contract, arrangement, commitment agreement or understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which any payment (whether written of severance pay or oralotherwise) (i) that is material became or may become due to any director, officer or employee of Seller or any of the Companies and their Seller Subsidiaries taken as a whole, (ii) that contains a non-compete upon execution of this Agreement or client upon or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict by this Agreement (either alone or in connection with the ability occurrence of Buyersany additional acts or events); (v) any agreement, the Companies arrangement or understanding to which Seller or any of their respective the Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Subsidiaries to engage compete in any line of business in or with any geographic areaperson, (iii) or that obligates involve any restriction of the Companies geographic area in which, or method by which, they may carry on their business (other than as may be required by law or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreementregulatory agency), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit any assistance agreement, loan supervisory agreement, guarantee memorandum of understanding, consent order, cease and desist order or other agreement relating to material indebtedness condition of any Company regulatory order or decree with or by the FDIC, the FRB or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liableother regulatory agency; (vii) that requires any joint venture, partnership or similar agreement, arrangement or understanding providing for the Companies sharing of profits, losses, costs or liabilities by Seller or any of their the Subsidiaries to make an investment in, with any other person; or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agencyany other agreement, broker, insurer arrangement or other person that accounted for 1% understanding to which Seller or more any of the sales Subsidiaries is a party and which is material to the business, results of operations, assets or financial condition of Seller and the Companies and their Insurance Subsidiaries, Subsidiaries taken as a whole, for whole (excluding loan agreements or agreements relating to deposit accounts); in each of the 12 months ended June 30, 2008foregoing cases whether written or oral; (ix) that provides for the indemnification of any officereach such agreement listed, director or employee of the Companies or any of their Subsidiaries; or (x) that would preventrequired to be listed, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, ) is referred to herein as a “Company ContractSeller Agreement”). Neither Seller nor any of the Subsidiaries has any obligation to make any additional capital contributions with respect to any matter described in clause (vii) of Seller Disclosure Schedule 3.13(a).” (b) (i) Neither Seller nor any of the Subsidiaries is in default or in non-compliance under any Seller Agreement 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 or non-compliance. Each Company Contract Seller Agreement is valid legal, valid, binding and binding on the applicable Company or its applicable Subsidiary, enforceable against it Seller or applicable Subsidiary and, to the Knowledge of Seller, the other parties thereto in accordance with its terms (subject to the Bankruptcy and Equity Exception)their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the court before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect, (ii) each Company effect in accordance with its terms; all rents and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract monetary amounts that may have become due and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has payable thereunder have been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractpaid.