Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider 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 any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) None of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home such Party or any of its Subsidiaries has entered into any contract or other arrangement with respect to its Contributed Business which is a party to or bound by outstanding and: (i) which is outside the ordinary course of business or not on arm’s length terms and when taken together with respect all other contracts or arrangements which are outside the ordinary course of business or not on arm’s length terms is material to the payment business, financial condition or results of feesoperations of such Party’s Contributed Business, compensation except for, to the extent permitted by Applicable Law, any contract or benefits to any directors, officers or employees, arrangement which is with such Party’s Subsidiary and in accordance with such Party’s policies and procedures governing transactions between members of such Party’s group applied on a consistent basis; (ii) whichwhich establishes or governs any joint venture, upon the execution consortium, partnership or delivery of this Agreement, shareholder approval of this Agreement profit (or the consummation of any of the transactions contemplated by this Agreement will (either alone loss) sharing agreement or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, arrangement with a Third Party; (iii) under 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 any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Party or any of its Subsidiaries has sold or disposed of any company or business where it remains subject to any Liability (other 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 deposit liabilitiesJPY 100,000,000, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank or is otherwise an obligation of Seattle and securities sold under agreements to repurchasea material nature or magnitude, in each case incurred in which is a Contributed Liability; (v) which prohibits or materially restricts the ordinary course ability of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home Party or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than its Contributed Business in any such contracts which are terminable by Home geographical area, or any business area, or compete with any Person, or that contain exclusivity, preferred provider, most favored nation, take or pay or similar restrictions; (vi) which requires the referral of its Subsidiaries on sixty (60) days any business or less notice without any required payment requires such Party’s Contributed Business to make available investment or other conditions, other than business opportunities or products or services on a priority or exclusive basis to the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) extent material to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.”such Party’s Contributed Business; (bvii) To the knowledge of Homeas to which any benefits will be reduced, (i) each Home Contract is valid and binding on Home increased, accelerated, delayed or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract otherwise modified by virtue of the consummation of any of the transactions contemplated by this Agreementhereby; (viii) which is a recognition, procedural or other agreement between such Party’s Contributed Business and any labor union; or (ix) 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 kind described in paragraphs (i) to (vi) above.

Certain Contracts. (a) Set Except 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 3.14(a4.1 or as set forth on Section 3.1(f) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries subsidiaries is a party to or bound by (ia) with respect any agreement relating to the payment incurring of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon indebtedness by the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, Company or any of their respective Subsidiaries to its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any directorsuch agreement which contains provisions which in any non-de-minimis manner restrict, officeror may restrict, employee or service provider thereofthe conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (iiib) which is a “any "material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ivc) which contains a any non-compete or client or customer non-solicit requirement competition agreement or any other provision that restricts the conduct of agreement or obligation which purports to limit in any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict respect (i) the ability of the Surviving Company or any of its affiliates businesses to engage solicit customers or (ii) the manner in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedwhich, or the vesting localities in which, all or any substantial portion of the benefits will be accelerated, by the occurrence business of the execution Company and delivery of this Agreementits subsidiaries, shareholder approval of this Agreement or the taken as a whole, or, following consummation of any of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the value 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 benefits will 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 calculated conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the basis 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 AgreementAgreement (the agreements, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances contracts and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding obligations of the type described in this Section 3.14(aclauses (a) is through (n) being referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home "Company Material Contracts"). Each Company Material Contract is valid and binding on Home or one the Company (or, to the extent a subsidiary of its Subsidiariesthe Company is a party, as applicablesuch subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect, (ii) Home and each . Neither the Company nor any of its Subsidiaries subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has performed all material obligations required received notice of, any violation or default under (nor, to be performed by it to date under each Home Contractthe knowledge of the Company, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or does there exist any condition exists which constitutes or, after notice or lapse with the passage of time or both, will constitute, the giving of notice or both would result in such a material violation or default on the part of Home or under) any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Company Material Contract by virtue any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the consummation Company Disclosure Schedule, there are no provisions 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 transactions contemplated by this Agreementoutstanding indebtedness thereunder prior to its term.

Certain Contracts. (a) Set forth in Section 3.14(a) None of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Companies nor any of its their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect that is material to the payment of fees, compensation or benefits to any directors, officers or employeesCompanies and their Subsidiaries taken as a whole, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider 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 that 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 by Home or in any geographic area, or, to the knowledge of its affiliates or Seller, upon consummation of the Merger or the Bank Merger will transactions contemplated hereby could restrict the ability of Buyers, the Surviving Company Companies or any of its affiliates their respective Subsidiaries to engage in any line of business and such requirement is not terminable by Home in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on sixty (60) days an exclusive or less notice without preferential basis with any required payment third party or other conditionsupon consummation of the transactions contemplated hereby will obligate Buyers, other than the condition Companies or any of noticetheir respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) (including that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Home Benefit Plan) pursuant to which Company or any of the benefits thereunder will be increasedits Subsidiaries, or of any third party for which the vesting 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 benefits will be accelerated, by the occurrence sales of the execution Companies and delivery of this Agreementtheir Insurance Subsidiaries, shareholder approval of this Agreement or taken as a whole, for the consummation 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home the applicable Company or one of its Subsidiariesapplicable Subsidiary, as applicableenforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) Home each Company 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 Home Contract, Company Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of Home the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Home Company Contract. No Home Default will occur notice of default or termination has been received under any Home Contract by virtue of the consummation of Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set forth in Section 3.14(a) of Neither the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any 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 Cascade, HomeParent, the Company, the Final Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee of the Company or service provider any Subsidiary thereof, (iii) which that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) which that contains a (A) any non-compete competition or client or customer non-solicit requirement exclusive dealing agreement, or any other provision that restricts agreement or obligation which purports to limit or restrict, or following the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger Transaction would purport to limit or the Bank Merger will restrict 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 affiliates to engage in any line Subsidiaries or, following consummation of business and such requirement is not terminable by Home the Transaction, Parent or its Subsidiaries on sixty (60) days Subsidiaries, to own, operate, sell, transfer, pledge or less notice without otherwise dispose of any required payment material assets or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) (including any Home Benefit Plan) pursuant containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries a party (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home Company or its Subsidiaries, (ix) that involves is material to the payment by Home Company or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerSubsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home the Company and each of its Subsidiaries Company Subsidiary has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Company Contract, and (iviii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as As of the date hereof to which Home or of this Agreement, neither PRISA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of feesany directors or executive officers, compensation or benefits to any directors, officers or employeesother than in the ordinary course of business consistent with past practice, (ii) which, upon the execution consummation or delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any 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 from Cascade, Home, the Surviving Company, to any officer or employee of PRISA or any of their respective Subsidiaries to any director, officer, employee or service provider thereofits Subsidiaries, (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, in whole or part, after the date of this Agreement, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home PRISA or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger Share Exchange will materially restrict the ability business of the Surviving Company PRISA or any of its affiliates to engage in any line of business and such requirement is not terminable by Home Subsidiaries, or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder of which will be increased, or the vesting of the benefits of which will be acceleratedaccelerated or modified, by the occurrence of the execution and delivery of this Agreement, shareholder any stockholder approval of this Agreement or the consummation of any of 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, (vii) that relates to Agreement and the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerAncillary Agreements. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 7.12(a), whether or not set forth in the PRISA Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) As of the date of this Agreement, each Home PRISA Material Contract is valid and binding on Home PRISA or one any Subsidiary of its SubsidiariesPRISA, as applicable, and in full force and effect, (ii) Home PRISA and each Subsidiary of its Subsidiaries PRISA has performed all material obligations required to be performed by it to date under each Home PRISA Material Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under except where such Home Contractnoncompliance would not have a Material Adverse Effect on PRISA, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home PRISA or any Subsidiary of its Subsidiaries PRISA under any such Home PRISA Material Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement, except where such default would not have a Material Adverse Effect on PRISA.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.12(a) of the Home Rand Disclosure Schedule is a trueor as expressly contemplated by this Agreement, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of neither Rand nor its Subsidiaries Subsidiary is a party to or bound by any Rand Contract that is: (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider 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 Rand SEC Reports filed prior to the date hereof or that is material to Rand and its Subsidiary, taken as a whole, or their financial condition or results of operations; (ii) except with respect to investments set forth in the Rand SEC Reports or any other arrangement regarding a Portfolio Company, a joint venture, alliance or partnership agreement; (iii) other than any arrangement regarding any Portfolio Company, a loan, guarantee of indebtedness or credit agreement, note, mortgage, indenture or other binding commitment (other than those between or among Rand and its Subsidiary) relating to indebtedness for borrowed money in an amount in excess of $25,000 individually; (iv) which contains a non-compete competition or client or customer non-solicit requirement solicitation contract or any other provision agreement that restricts purports to limit the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger manner in which, or the Bank Merger will restrict localities in which, the ability business of Rand and its Subsidiary, taken as a whole, is conducted or the Surviving Company or any types of businesses that Rand and its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionsSubsidiary, other than the condition of noticetaken as a whole, conduct; (v) with 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 a labor union receive in excess of $25,000 in the aggregate on or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of after the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery date of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practicecase, excluding payments received related to Portfolio Company investments; or (vi) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable arrangement regarding any Portfolio Company, is a contract or agreement relating to the acquisition or disposition of any business or operations (whether by Home merger, sale of stock, sale of assets or any of its Subsidiaries on sixty otherwise) that has not yet been consummated (60all Rand Contracts described in clauses (i) days or less notice without any required payment or other conditions, other than the condition of noticethrough (vi), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than collectively the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home ContractRand Material Contracts”).” (b) To the knowledge Except as set forth in Section 4.12(b) of HomeRand Disclosure Schedule, (i) each Home Rand Material Contract is valid and binding on Home Rand or one its Subsidiary and, to the knowledge of Rand, the other parties thereto, enforceable against it in accordance with its Subsidiaries, as applicable, terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect, (ii) Home Rand and its Subsidiary and, to Rand’s knowledge, each of its Subsidiaries other party thereto has duly performed all material obligations required to be performed by it to date under each Home Contract, Rand Material Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of Home Rand or its Subsidiary or, to Rand’s knowledge, any of its Subsidiaries other party thereto under any such Home Rand Material Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither CCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employeesemployees other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution consummation or delivery of this Agreement, shareholder 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 CascadeCCB, HomeNCBC, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider 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 contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any of its affiliates CCB or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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, any 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 . CCB has previously made available to the incurrence NCBC true and correct copies of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances all employment and loans from the Federal Home Loan Bank of Seattle and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries in writing and to conduct business with which CCB is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the CCB Disclosure Schedule, is referred to herein as a “Home "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) To the knowledge of Home, (i) each Home Each CCB Contract is valid and binding on Home CCB or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) Home CCB and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home CCB Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under except where such Home Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CCB, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home CCB or any of its Subsidiaries under any such Home CCB Contract. No Home Default , except where such default, either individually or in the aggregate, will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementnot have a Material Adverse Effect on CCB.

Certain Contracts. (a) Set forth in Section 3.14(a) Neither Parent nor any of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Parent Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which that is a “"material contract” " (as such term is defined in Item 601(b)(10) of SEC Regulation S-K K) to be performed after the date of this Agreement that has not been made available to the SEC)Company prior to the date hereof, (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any material line of business by Home or any of its affiliates Parent or upon consummation of the Merger or the Bank Merger will materially restrict the ability of Parent following the Surviving Company or any of its affiliates Effective Time to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionsmaterial to Parent or, other than to the condition knowledge of noticeParent, the Company, (viii) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) (including a credit agreement or indenture to which Parent or any Home Benefit Plan) Parent Subsidiary is a party, guarantor or by which any of them is bound and pursuant to which any Indebtedness in excess of $5,000,000 of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of Parent and/or any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerParent Subsidiary is outstanding. Each contract, arrangement, commitment or understanding of the type described in clauses (i), (ii), (iii) and (iv) of this Section 3.14(a) 4.14(a), whether or not set forth in the Parent Disclosure Schedule or made available to the Company in the case of clause (i), is referred to herein as a “Home "Parent Contract," and neither Parent nor any of the Parent Subsidiaries knows of, or has received notice of, any violation of any Parent Contract by any of the other parties thereto that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.” (b) To With such exceptions that would not, individually or in the knowledge of Homeaggregate, reasonably be expected to have a Material Adverse Effect on Parent, (i) each Home Parent Contract is valid and binding on Home Parent or one of its Subsidiariesthe applicable Parent Subsidiary, as applicable, and is in full force and effect, (ii) Home Parent and each of its the Parent Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Parent Contract, and (iviii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Parent or any of its the Parent Subsidiaries under any such Home Parent Contract. No Home Default will occur under any Home Contract by virtue . (c) None of the consummation of confidentiality agreements or standstill agreements Parent has entered into with a third party (or any of agent thereof) that is in effect on the transactions contemplated by this Agreementdate hereof contains any exclusivity or standstill provisions that are or will be binding on Parent or any Parent Subsidiary after the Effective Time.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Discover Disclosure Schedule is a trueor as filed with any Discover Reports, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Discover nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any 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) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Discover or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger Mergers will materially restrict the ability of the Surviving Company Entity or any of its affiliates Affiliates to engage in any line of business and or in any geographic region (including any exclusivity or exclusive dealing provisions with such requirement is not terminable by Home or its Subsidiaries on sixty an effect); (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viii) with or to a labor union or guild with respect to any employees of Discover or any its Subsidiaries (including any collective bargaining agreement), ; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement 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; (viiv) (A) that relates to the incurrence of indebtedness by Home Discover or any of its Subsidiaries 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 of Seattle and securities sold under agreements to repurchase, repurchase in each case incurred in the ordinary course of business consistent with past practice), or (B) including that provides for the guarantee, support, indemnification, assumption or endorsement by Discover or any sale 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 other person, in the case of each of clauses (A) and leaseback transactions(B), capitalized leases and other similar financing transactions, in the principal amount of $40,000,000 or more; (viiivi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Discover or its Subsidiaries, ; (ixvii) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home Discover or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 20,000,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Discover or any of its Subsidiaries on sixty (60) days days’ or less notice without any required payment or other conditions, other than the condition of notice), ; (xviii) that obligates Home is one of the contracts related to the operations or the business of any of the Discover Network, the PULSE network or Diners Club International (each, a “Network” and collectively, the “Networks”) listed on Section 3.14(a)(viii) of the Discover Disclosure Schedule; (ix) any lease, sublease, license and other agreement under which Discover or any of 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 conduct business with a third party on an exclusive use or preferential basis (other than occupy, now or in the future, any such contracts real property pursuant to which are terminable the annual amount payable by Home Discover or any of its Subsidiaries on sixty is more than $10,000,000; (60x) days that is a settlement, consent or less notice without similar agreement and contains any required payment material continuing obligations of Discover or other conditions, other than the condition any of notice) or its Subsidiaries; or (xi) that provides for contractual indemnification relates to the acquisition or disposition of more than ten thousand dollars ($10,000) to any directorperson, officer, employee business or service providerasset 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 3.14(a) ), whether or not set forth in the Discover Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) each Home Each Discover Contract is valid and binding on Home Discover or one of its Subsidiaries, as applicable, and 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) Home Discover and each of its Subsidiaries has have in all material respects complied with and performed all material obligations required to be complied with or performed by it any of them to date under each Home 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 Home Discover Contract has in all material respects complied with and performed all material obligations required to be complied with and performed by it to date under such Home 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 (ivv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Home Discover or any of its Subsidiaries or, to the knowledge of Discover, any other party thereto, of or under any such Home Discover Contract. No Home Default will occur under any Home Contract by virtue of , except where such breach or default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on Discover.

Certain Contracts. (a) Set forth in Section 3.14(a) 5.23 of the Home Company Disclosure Schedule is Letter contains a true, correct and complete list of all contracts, arrangements, commitments of the following contracts or understandings agreements (whether written other than those set forth on an exhibit index in the Company Reports filed on or oralprior to the date of this Agreement) in effect to which the Company or any Subsidiary of the Company is a party or by which any of them is bound as of the date hereof to which Home or any of its Subsidiaries is a party to or bound by this Agreement: (i) with respect 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 payment of feesCompany and its Subsidiaries, compensation or benefits to any directors, officers or employeestaken as a whole, (ii) which, upon any drilling rig construction or conversion contract with respect to which the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereofdrilling rig has not been delivered and paid for, (iii) which is any drilling contracts of one year or greater remaining duration, (iv) any contract or agreement for the borrowing of money with a “borrowing 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-K of the SEC), ) (iv) which contains a non-compete all contracts or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation agreements of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage types described in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty clauses (60i) days or less notice without any required payment or other conditions, other than the condition of notice, through (v) with or being referred to a labor union or guild herein as "Company Material Contracts"). (including any collective bargaining agreement), (vib) (including any Home Benefit Plan) pursuant to which any As of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery date of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreementeach Company Material Contract is, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Homethe Company, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and the Company and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractCompany Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on Company Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have a Company Material Adverse Effect, neither the part of Home or Company nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the 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 or parties to any such Home ContractCompany Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Each Company Material Contract is enforceable by virtue the Company or a Subsidiary of the consummation Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of any of equity, except where such unenforceability is not reasonably likely to create, individually or in the transactions contemplated by this Agreementaggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.15(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, plan, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeBuyer, Homethe Company, the Bank, the Surviving CompanyCorporation, the Surviving Bank, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company Reports, (iv) which contains a non-compete or client or customer non-solicit requirement is an agreement, not otherwise described by clauses (i) through (iii) hereof, involving the payment by the Company or any other provision that of its Subsidiaries of more than $100,000 per annum, (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home Subsidiaries, or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to under which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or 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 Home or any of its Subsidiaries Agreement (other than deposit liabilitiesthose plans, trade payables, federal funds purchased, advances and loans from agreements or arrangements set forth in Section 3.11(a) of the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeCompany Disclosure Schedule), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, plan, commitment or understanding of the type described in this Section 3.14(a3.15(a), whether or not set forth in Section 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “Home "Company Contract"). The Company has made available to Buyer true, complete and correct copies of each Company Contract and any amendments or modifications thereof.” (b) To Except as set forth in Section 3.15(b) of the knowledge of HomeCompany Disclosure Schedule, (i) each Home Company Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has have performed all material obligations required to be performed by it to date under each Home Company Contract, except where such noncompliance, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home , except where such default, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company and (iv) no other party to such Company Contract by virtue is, to the best knowledge of the consummation of Company, in default in any of respect thereunder, except where such default, individually or in the transactions contemplated by this Agreementaggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Partners Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Partners nor any of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, or employees, employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by Partners or a Subsidiary without the payment of severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder 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 CascadeLINK, HomePartners, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Partners or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder 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 Home Partners or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle Banks 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 Home Partners or its Subsidiaries, ; (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 75,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Partners or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), ; (x) that obligates Home includes an indemnification obligation of Partners or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or preferential basis (other than any such contracts which are terminable receipts by Home or to Partners 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 Partners or any required payment or other conditions, other than the condition Subsidiary of notice) or (xi) that provides for contractual indemnification Partners of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.13(a) whether or not set forth in Partners Disclosure Schedule, is referred to herein as a “Home Partners Contract”, and neither Partners nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Partners Contract by any of the parties thereto.” (b) To the knowledge Partners has made available to LINK a true, correct and complete copy of Homeeach written Partners Contract and each written amendment to any Partners Contract. Section 3.13(b) of Partners Disclosure Schedule sets forth a true, correct and complete description of any oral Partners Contract and any oral amendment to any Partners Contract. (ic) each Home Each Partners Contract is valid and binding on Home Partners or one of its Subsidiaries, 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 Partners. Each Partners Contract is enforceable against Partners or the applicable Subsidiary and, to the knowledge of Partners, the counterparty thereto (ii) Home except as may be limited by the Enforceability Exceptions). Partners and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Partners Contract. To the knowledge of Partners, (iii) each third-party counterparty to each Home Partners Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Partners Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Partners or any of its Subsidiaries under any such Home Partners Contract. No Home Default will occur under Neither Partners nor any Home Contract by virtue Subsidiary of the consummation Partners has received or delivered any notice of cancellation or termination of any of the transactions contemplated by this AgreementPartners Contract.

Certain Contracts. (ai) Set forth in Section 3.14(a) of Neither the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Company nor any of its Subsidiaries subsidiaries is a party to or bound by (i) with respect any agreement relating to the payment incurring of fees, compensation or benefits to any directors, officers or employeesindebtedness, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iviii) which contains a any non-compete or client or customer non-solicit requirement competition agreement or any other provision that restricts agreement or obligation which purports to limit in any material respect the conduct manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, is or would be conducted, (iv) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any line person, except an agreement entered into in the ordinary course of business by Home business, (v) any joint venture, partnership or similar document or agreement, (vi) any agreement that limits or purports to limit the ability of the Company or any of its affiliates subsidiaries to own, operate, sell, transfer, pledge or upon otherwise dispose of any assets having an aggregate value in excess of $1,000,000 (other than in connection with securitization or financing transactions), (vii) any contract or agreement providing for future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (viii) any collective bargaining agreement, (ix) employment agreement or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to a Key Employee (as defined herein), other than as required under law, (x) any resort affiliation agreement, (xi) any agreement that contains a "most favored nation" clause, (xii) any management agreement between the Company and each Association (as defined in Section 3.1(i) herein), (xiii) any marketing alliance agreement involving a strategic corporate relationship that requires payment of at least $1,000,000 thereunder by the Company or any of its subsidiaries or which is not cancellable by either party thereto on 30 days' notice or (xiv) 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 prohibit or delay the consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this AgreementAgreement and the Stock Option Agreement (the agreements, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances contracts and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding obligations of the type described in this Section 3.14(aclauses (i) is through (xiii) being referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home "Company Material Contracts"). Each Company Material Contract is valid and binding on Home or one the Company (or, to the extent a subsidiary of its Subsidiariesthe Company is a party, as applicable, such subsidiary) and is in full force and effect. Neither the Company nor any of its subsidiaries is in a material 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 material violation or default under (nor, to the 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 by the other party thereto. (ii) Home and each of its Subsidiaries has performed all material obligations required There is no agreement (noncompete or otherwise), commitment, judgment, injunction, order or decree to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Company or any of its Subsidiaries under subsidiaries or affiliates is a party or which is otherwise binding upon the Company or any such Home Contract. No Home Default will occur under of its subsidiaries or affiliates which has or reasonably would be expected to have the effect of prohibiting or impairing any Home Contract by virtue business practice of the consummation of Company or any of its subsidiaries or affiliates, any acquisition of property (tangible or intangible) by the transactions contemplated by this AgreementCompany or any of its subsidiaries.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home The Disclosure Schedule is a trueattached hereto as Schedule 3.13 (the “Disclosure Schedule”) lists, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof hereof, each of the following contracts, agreements or arrangements to which Home or any of its Subsidiaries the Company is a party to or bound by which it is bound: (i) with respect any contract for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company of more than $10,000 for each such agreement or involve aggregate payments to the payment Company of fees, compensation more than $10,000 for each such agreement or benefits to any directors, officers other statutory or employeesregulatory requirements), (ii) whichpromissory notes, upon loans, agreements, indentures, evidences of indebtedness or other instruments providing for the execution lending of money, whether as borrower, lender or delivery guarantor (excluding trade payables or receivables arising in the ordinary course of this Agreementbusiness), shareholder approval (iii) any contract or other agreement restricting the payment of this Agreement dividends or the repurchase of stock or other equity, (iv) employment agreements, (v) change in control or similar arrangements with any officers, employees or agents of the Company that will result in any obligation (absolute or contingent) to make any payment to any officers, employees or agents of the Company following either the consummation of any of the transactions contemplated hereby, termination of employment, or both, (vi) labor contracts, (vii) joint venture, partnership agreements or other similar agreements, (viii) any contract for the pending acquisition, directly or indirectly (by this Agreement will (either alone merger or upon the occurrence otherwise), of any additional acts entity or eventsbusiness, (ix) result in any payment contract, agreement or policy for reinsurance, (whether of severance pay x) any contract or agreement that is material to the business, assets or condition (financial or otherwise) becoming due from Cascade, Home, of the Surviving CompanyCompany taken as a whole, or (xi) any of their respective Subsidiaries to any director, officer, employee or service provider 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 competition agreement or any other provision agreement or arrangement that limits or otherwise restricts the conduct of Company or any line of business by Home successor thereto or that would, after the Closing Date, limit or restrict the Purchaser or any of its affiliates or upon consummation of the Merger any successor thereto, from engaging or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage competing in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty in any geographic area (60) days or less notice without any required payment or other conditionscollectively, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement“Material Contracts”), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of HomeThe Company is not, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries nor has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after received any notice or has any Knowledge that any other party is, in default (or would be in default but for the lapse of time or the giving of notice or both, will constitute, a material default on the part of Home or ) in any of its Subsidiaries respect under any such Home Material Contract. No Home Default will occur under any Home Contract by virtue of , except for those defaults which could not, individually or in the consummation of any of aggregate, reasonably be expected to have a Material Adverse Effect on the transactions contemplated by this AgreementCompany.

Certain Contracts. (a) Set Except as set forth in Section 3.14(aSchedule 3.16(a) of the Home Pamrapo Disclosure Schedule is a trueSchedules, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Pamrapo nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or officers, employees, ; (ii) which would entitle any present or former director, officer, employee or agent of Pamrapo or any of its Subsidiaries to indemnification from Pamrapo or any of its Subsidiaries; (iii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeBCB, HomePamrapo, Pamrapo Bank, the Surviving Company, Bank or any of their respective Subsidiaries or successors to any director, officer, officer or employee thereof; (iv) which involves the annual payment of $25,000 or service provider thereof, more; (iiiv) which is a “material contract” consulting agreement (as 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 term is defined agreement with an individual, or $50,000 per annum, in Item 601(b)(10) the case of Regulation S-K of the SEC), any other such agreement; (ivvi) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Pamrapo or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty Subsidiaries; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (vvii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (viother than this Agreement and the Bank Merger Agreement); (ix) 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 Pamrapo or any of its 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 (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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 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, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(aSections 3.16(a) and 3.16(c) hereof, is set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Pamrapo Disclosure Schedules, is referred to herein as a “Home Pamrapo Contract.”” Pamrapo has previously delivered to BCB true and correct copies of each Pamrapo Contract. (b) To Except as set forth in Schedule 3.16(b) of the knowledge of HomePamrapo Disclosure Schedules, (i) each Home Pamrapo Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Pamrapo and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home 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) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home Pamrapo or any of its Subsidiaries under any such Home Pamrapo Contract. No Home Default will occur under , 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 Pamrapo’s knowledge, in default in any Home Contract by virtue respect thereunder. (c) Schedule 3.16(c) of the consummation 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 of option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated by this Agreementhereby.

Certain Contracts. (a) Set forth Except as otherwise provided in this Agreement or as disclosed on Section 3.14(a3.13(a) of the Home Yadkin Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Yadkin nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, consultants, independent contractors or employeesother service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any or shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Cascade, HomeYadkin, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, officerconsultant, employee independent contractor or other service provider of Yadkin or any Subsidiary thereof, (iii) which that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K Yadkin to be performed after the date of the SEC)this Agreement, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Home or any Yadkin or, to the knowledge of its affiliates or Yadkin, upon consummation of the Merger or the Bank Merger Mergers will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Plan) pursuant to stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits thereunder 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, the occurrence of any 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 or affected by any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Yadkin Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) each Home Each Yadkin Contract is valid and binding on Home Yadkin or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home Yadkin and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, Yadkin Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Yadkin or any of its Subsidiaries under any such Home Yadkin Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Xxxxxx Valley Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Xxxxxx Valley nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval stockholder adoption 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 CascadeSterling, HomeXxxxxx Valley, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider 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 any line of business by Home Xxxxxx Valley or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval stockholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Xxxxxx Valley or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) 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 Home Xxxxxx Valley or its Subsidiaries, Subsidiaries or (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 250,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home Xxxxxx Valley or any of its Subsidiaries on sixty (60) 60 days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Xxxxxx Valley Disclosure Schedule, is referred to herein as a “Home Xxxxxx Valley Contract,” and neither Xxxxxx 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 Xxxxxx Valley.” (b) To the knowledge of Home, (i) each Home Each Xxxxxx Valley Contract is valid and binding on Home Xxxxxx Valley or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxx Valley. Xxxxxx Valley and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Xxxxxx Valley Contract, (iii) except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxx Valley. To Xxxxxx Valley’s knowledge each third-party counterparty to each Home Xxxxxx Valley Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Xxxxxx Valley Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxx Valley, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Xxxxxx Valley or any of its Subsidiaries under any such Home Xxxxxx Valley Contract. No Home Default will occur under any Home Contract by virtue of , except where such default, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxx Valley.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.15(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or any of its Subsidiaries Company nor the Company Bank is a party to or bound by any contract (whether written or oral) (i) with respect to the payment service of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascade, HomeParent, the Surviving Company, or any of their respective Subsidiaries to any officer, director, officeremployee, employee agent or service provider thereofconsultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (iv) which contains is a non-compete 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 client or customer non-solicit requirement or $25,000 in total payments in the case of any other provision that one such agreement, (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger Company or the Bank Merger will 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 Surviving Company or any of its affiliates the Company Bank to engage compete in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days with any person or less notice without entity or in any required payment geographic area or other conditionswhich grants any right of first refusal, other than the condition right of notice, (v) with first offer or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, similar right; (vii) any contract for, with respect to, or that relates contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities with respect to the incurrence Company or the Company Bank; (viii) any contract relating to the borrowing of indebtedness money by Home the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of its Subsidiaries a third party (other than deposit liabilities, trade payables, federal funds purchased, advances liabilities and loans from the Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of Seattle and securities sold under agreements to repurchase, in each case incurred 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, ; (viiiix) any contract that grants 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 right of first refusal, right of first offer or similar right contract (other than a Plan) with respect to the employment or compensation of any assets, rights officers or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or directors; (xi) that provides for contractual indemnification of more than ten thousand dollars any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; ($10,000xii) any contract relating to any directora joint venture, officerpartnership, employee limited liability company agreement or service provider. Each contract, other similar agreement or arrangement, commitment or understanding relating to the formation, creation or operation, management or control of the type described any partnership, limited liability company or joint venture, in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge each case with any third parties, or any contract which limits payments of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, dividends and (ivxiii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.Regulatory Agreement (defined in

Certain Contracts. (a) Set forth in Section 3.14(a) 3.23 of the Home Company Disclosure Schedule is contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written other than those set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement) to which the Company or oral) in effect any Subsidiary of the Company is a party or by which any of them or their assets is bound as of the date hereof 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 Company and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which Home the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among the Company and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between the Company or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, the Company’s officers or and key employees, on the other hand, (iivi) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder 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, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, Parent or the Surviving Company, Company or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiivii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.23(a), whether or not included as an exhibit to any Company Report or included in Section 3.23 of the Company Disclosure Schedule, is referred to herein as a “Home Company Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 3.23(b) pursuant to Section 6.3, “Company Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement.” (b) To Each Company Material Contract is, to the knowledge of Homethe Company, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and the Company and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractCompany Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on Company Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of Home or aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the 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 or parties to any such Home ContractCompany Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Contract by virtue of Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, the consummation of any of the transactions contemplated by this AgreementAgreement will not breach or violate any Company Material Contract or permit any other party to a Company Material Contract to exercise rights adverse to the Company. Each Company Material Contract is enforceable by the Company or a Subsidiary of the Company 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 unenforceability is not reasonably likely to create, individually or in the aggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Set forth in Section 3.14(a) of Except as filed with or incorporated into any Busey Report filed prior to the Home Disclosure Schedule is a truedate hereof, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Busey nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral but excluding any Busey Benefit Plan): (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of on any line of business by Home Busey or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger transactions contemplated by this Agreement will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without in any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement), agreement or similar agreement with any labor organization; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of or obligations under which will arise or be increased, increased or the vesting of the benefits will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, shareholder approval receipt of this Agreement the Requisite Busey 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 Busey; (viiv) (A) that relates to the incurrence of indebtedness by Home Busey or any of its Subsidiaries Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactionsbusiness), (viiiB) that provides for the guarantee, support, assumption or endorsement by Busey or any of its Subsidiaries of, or any similar commitment by Busey or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $150,000 or more, or (C) the principal purpose of which is to provide for any material indemnification or similar obligations on the part of Busey or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home Busey or its Subsidiaries, taken as a whole; (ixvii) that involves the which creates future payment by Home or any obligations in excess of its Subsidiaries of more than fifty thousand dollars ($50,000) 750,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (1,000,000 with respect to any individual payment other than any such contracts which are terminable by Home Busey or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Busey or its Subsidiaries, or derivatives issued or entered into in the condition ordinary course of notice)business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Busey or any of its Subsidiaries; (ix) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (x) that obligates Home in which Busey or any of its Subsidiaries grants or is granted a license or similar under any material Intellectual Property, where such contract is material to conduct business the businesses of Busey and its Subsidiaries, taken as a whole, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xi) that is a third party on an exclusive or preferential basis (other than any such contracts material consulting agreement with payments in excess of $250,000, to which are terminable by Home Busey 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) is a party; or (xixii) that provides for contractual indemnification relates to the acquisition or disposition of more than ten thousand dollars ($10,000) to any directorperson, officer, employee business or service providerasset and under which Busey 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 3.14(a4.14(a) (excluding any Busey Benefit Plan), whether or not set forth in the Busey Disclosure Schedule, is referred to herein as a “Home Busey Contract”. Busey has made available to CrossFirst true, correct and complete copies of each Busey Contract in effect as of the date hereof.” (b) To In each case, except as, either individually or in the knowledge of Homeaggregate, would not reasonably be expected to have a Material Adverse Effect on Busey, (i) each Home Busey Contract is valid and binding on Home Busey or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Busey and each of its Subsidiaries has in all material respects complied with and performed all material obligations required to be performed by it to date under each Home Busey Contract, (iii) to the knowledge of Busey, each third-party counterparty to each Home Busey Contract has in all material respects complied with and performed all material obligations required to be performed by it to date under such Home Busey Contract, and (iv) Busey does not have knowledge of, and has not received notice of, any violation of any Busey Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Home Busey or any of its Subsidiaries Subsidiaries, or to the knowledge of Busey, any other party thereto, of or under any such Home Busey Contract and (vi) no third-party counterparty to any Busey Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Busey Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.16(a) of the Home FFY Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither FFY nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFirst Place, HomeFFY, the Surviving CompanyCorporation, the Surviving Institution or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in FFY Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or client less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $100,000 per annum, in the case of any other provision that such agreement, (v) which materially restricts the conduct of any line of business by Home FFY or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeSubsidiaries, (vvi) with or to a labor union or guild (including any collective bargaining agreement), ) or (vivii) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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, shareholder approval of this Agreement or the consummation 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, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.16(a), whether or not set forth in Section 3.16(a) of the FFY Disclosure Schedule, is referred to herein as a “Home "FFY Contract.” (b) To the knowledge " FFY has previously delivered to First Place true and correct copies of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home FFY Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth Except as disclosed in Section 3.14(a) of the Home Advance Disclosure Schedule is a true2.12(a), correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Advance nor any of its Subsidiaries Advance Subsidiary is a party to, is bound by, receives, or is obligated to or bound by pay benefits under, (i) with respect any agreement, arrangement or commitment, including without limitation, any agreement, indenture or other instrument relating to the payment borrowing of feesmoney by Advance or any Advance Subsidiary (other than in the case of deposits, compensation federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or benefits to the guarantee by Advance or any directors, officers or employeesAdvance Subsidiary of any obligation, (ii) whichany agreement, upon arrangement or commitment relating to the execution or delivery employment of this Agreement, shareholder approval of this Agreement a consultant or the consummation employment, election or retention in office of any present or former director or officer of Advance or any of the transactions contemplated by this Agreement will Advance Subsidiaries, (either alone iii) any contract, agreement or upon the occurrence of understanding with a labor union, (iv) any additional acts agreement, arrangement or events) result in understanding pursuant to which any payment (whether of severance pay or otherwise) becoming became or may become due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider 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 any line of business by Home Advance or any of its affiliates or the Advance Subsidiaries upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement and the Agreement of Merger or the upon or following consummation of any of the transactions contemplated by this Agreement, Agreement or the value Agreement of Merger (either alone or in connection with the occurrence of any additional acts or events), (v) any agreement, arrangement or understanding to which Advance or any of the benefits will be calculated on the basis of Advance Subsidiaries is a party or by which any of the transactions contemplated same is bound which limits the freedom of Advance or any of the Advance Subsidiaries to compete in any line of business or with any person, other than any such limitations set forth in laws or regulations of general applicability to thrift holding companies and their subsidiaries, (vi) 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 this Agreementthe OTS, the FDIC or any other regulatory agency, (vii) that relates 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 incurrence of indebtedness by Home 1934 Act and which has not been so filed, or (viii) any other agreement, arrangement or understanding to which Advance or any of its the Advance Subsidiaries is a party and which is material to the business, results of operations, assets or financial condition of Advance and the Advance Subsidiaries taken as a whole (other than excluding loan agreements or agreements relating to deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchaseaccounts), in each case incurred 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 consistent with past practice) including any sale or otherwise and leaseback transactionswhether written or oral, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer which default or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with non-compliance would have a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicableMaterial Adverse Effect, and in full force and effect, (ii) Home and each of its Subsidiaries there has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no not occurred any event or condition exists which constitutes or, after notice or that with the lapse of time or the giving of notice, or both, will constitutewould 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 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 not included in Advance's audited financial statements at and for the year ended June 30, 2004 and is a derivatives contract (including various combinations thereof) (each, a material default on the part of Home "Derivatives Contract") or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementowns securities that are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives."

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Company nor any of 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) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Company or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (viii) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (viiiv) that relates to the incurrence of indebtedness by Home Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount of $2,500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiiv) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or (x) that are material to Company and its Subsidiaries, taken as a whole, or (ixy) that involves the payment by Home would be applicable to Parent or any of 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) the payment of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in 2,500,000 over the aggregate remaining term of the agreement (other than any such contracts which are terminable by Home 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 obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days days’ or less notice without any required payment or other conditions, other than the condition of notice) or (xiy) that provides for contractual indemnification the payment of more than ten thousand dollars ($10,000) to any director, officer, employee 2,500,000 payable as a result of the termination of the agreement or service providerthe consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To In each case, except as would not reasonably be likely to have, either individually or in the knowledge of Homeaggregate, a Material Adverse Effect on Company: (i) each Home Company Contract is valid and binding on Home Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Company and each of its Subsidiaries has performed all material obligations required to be performed by it prior to the date hereof under each Home Company Contract, (iii) to Company’s knowledge, each third-party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Contract, Company Contract and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in NCC Disclosure Schedule Section 3.14(a3.13(a) lists, as of the Home Disclosure Schedule is a truedate of this Agreement, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home ), other than any NCC Benefit Plan, entered into by NCC or any of its Subsidiaries is a party to or bound by (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, which NCC or any of their respective its Subsidiaries to any director, officer, employee or service provider thereof, may be bound: (iiii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which contains a non-compete or client or customer non-solicit solicitation requirement or any other provision that materially restricts the conduct of any line of business by Home NCC or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Entity or the Surviving Bank or any of its affiliates NCC Subsidiary to engage in any line of business and such requirement that is not terminable by Home material to NCC or any of its Subsidiaries on sixty Subsidiaries; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viii) with or to a labor union or guild (including any collective bargaining agreement); (iv) which includes any bonus, stock options, restricted stock, stock appreciation right or other employee benefit agreement or arrangement; (v) which, upon the consummation of the transactions contemplated by this Agreement (alone or upon the occurrence of any additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from NCC, the Surviving Entity or any of their respective Subsidiaries to any officer, employee or director of NCC or any of its Subsidiaries; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which will be increased, increased or the vesting of the benefits of which will be accelerated, accelerated by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home NCC or any of its Subsidiaries, ; (ixviii) that involves related to the payment borrowing by Home NCC or any of its Subsidiaries of more money other than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) those entered into in the aggregate 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 than any such contracts similar agreement or arrangement; (xi) which are relates to capital expenditures and involves future payments in excess of $450,000 in the aggregate; or (xii) which is not terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required and involves the payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider250,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the 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 “Home 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) To In each case, except as would not reasonably be likely to have, either individually or in the knowledge of Homeaggregate, a Material Adverse Effect on NCC: (i) each Home NCC Contract is valid and binding on Home NCC or one of its Subsidiaries, as applicable, and in full force and effecteffect (assuming the due execution by each other party thereto, which to NCC’s knowledge has occurred); (ii) Home NCC and each of its Subsidiaries has have performed all material obligations required to be performed by it prior to the date hereof under each Home NCC Contract, ; (iii) to NCC’s knowledge, each third-party counterparty to each Home NCC Contract has performed all material obligations required to be performed by it to date under such Home NCC Contract, ; and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home NCC or any of its Subsidiaries under any such Home NCC Contract. No Home Default will occur under any Home 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 virtue NCC of this Agreement and the consummation of any of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) The Company Disclosure Letter lists each of the Home Disclosure Schedule is a truefollowing Contracts, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home either the Company or any of its Subsidiaries is a party to or bound by party, including all amendments and supplements thereto, (collectively, the “Material Contracts” and each a “Material Contract”): (i) All employment, consultation, retirement, termination, sign-on, buy-out or other Contracts with respect to the payment of feesany present or former officer, compensation director, trustee, employee, agent, broker or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any independent contractor 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider 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 any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other 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 involve or are reasonably likely to involve the payment pursuant to the terms of such Contract of less than deposit liabilities$100,000; (ii) All Contracts containing any provision or covenant (A) limiting the ability of the Company or any of its Subsidiaries to compete with any Person in its business, trade payablesto do business with any Person or in any location or to employ any Person, federal funds purchased, advances and loans (B) limiting the ability of any Person to compete with or obtain products or services from the Federal Home Loan Bank Company or any of Seattle and securities sold under agreements to repurchase, its Subsidiaries or (C) restricts the Company or any of its Subsidiaries from engaging in each case incurred any business or activity anywhere in the ordinary course world; (iii) All Contracts relating to the borrowing of business consistent with past practice) including money by the Company or any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer its Subsidiaries or similar right with respect to any assets, rights the direct or properties of Home or its Subsidiaries, (ix) that involves indirect guarantee by the payment by Home Company or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum any obligation of any Person for borrowed money or two hundred thousand dollars ($200,000) in other specific financial obligation of any Person, or any other liability of the aggregate (other than any such contracts which are terminable by Home Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment in respect of indebtedness for borrowed money or other conditionsspecific 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 condition ordinary course of notice), (xbusiness) that obligates Home 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 conduct business with result in a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home liability to the Company or any of its Subsidiaries of $100,000 or more; (v) All Contracts relating to the future disposition (including, but not limited to, restrictions on sixty 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 portion of the assets of the Company or any of its Subsidiaries; (60vi) days All Contracts with any director or less notice without any required payment or Affiliate of the Company; and (vii) All other conditions, Contracts (other than the condition Contracts which are expressly excluded under any other subsection of notice) or (xithis Section 4.14) that provides for contractual indemnification 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 than ten thousand dollars ($10,000) or the termination of which is reasonably likely to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of have a Material Adverse Effect on the type described in this Section 3.14(a) is referred to herein as a “Home ContractCompany.” (b) To Except as has not had and would not reasonably be expected to have, individually or in the knowledge of Homeaggregate, a Material Adverse Effect on the Company and except as provided in the Company Disclosure Letter: (i) each Home Material Contract is a legal, valid and binding on Home obligation of the Company or one any of its Subsidiaries, as applicablethe case may be, and and, to the knowledge of the Company, of each other party thereto, enforceable against each such party in full force and effectaccordance with its terms, (ii) Home and each neither the Company nor any of its Subsidiaries has performed all material obligations required Subsidiaries, as the case may be, nor, to be performed by it the knowledge of the Company, any other party to date under each Home a Material Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home is in violation or default of any term of any Material Contract, and (iviii) no condition or event or condition exists which constitutes orthat, after with the giving of notice or lapse the passage of time time, or both, will constitute, would constitute a material violation or default on by the part of Home Company or any of its Subsidiaries under Subsidiaries, as the case may be, or any such Home other party to a Material Contract. No Home Default will occur under any Home Contract by virtue , or permit the termination, modification, cancellation or acceleration of performance of the consummation obligations of the Company or any of its Subsidiaries, as the transactions contemplated by this Agreementcase may be, or any other party to the Material Contract.

Certain Contracts. (a) Set Except as set forth in the exhibit index for Huntington’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant to Section 3.14(a) 5.3 hereof or as set forth on Section 4.14 of the Home Huntington Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Huntington nor any of its Subsidiaries is a party to or bound by (i) with respect to any Instruments of Indebtedness by Huntington or any of its Subsidiaries in an amount in excess in the payment aggregate of fees$50,000,000, compensation other than those having a term of 30 days or benefits to any directorsless and other than deposit liabilities (collectively, officers or employees“Huntington Instruments of Indebtedness”), (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iviii) which contains a any non-compete competition or client or customer non-solicit requirement exclusive dealing agreement, or any other provision that restricts the conduct of agreement or obligation which purports to limit or restrict in any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict material respect (A) the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home Huntington or its Subsidiaries on sixty to solicit customers or (60B) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedmanner in which, or the vesting localities in which, all or any portion of the benefits will be acceleratedbusiness of Huntington and its Subsidiaries or, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the following consummation of any of the transactions contemplated by this Agreement, Sky and its Subsidiaries, is or the value would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Huntington or any of its Subsidiaries, (v) any collective bargaining agreement, and (vi) any contract or other agreement not made in the benefits will ordinary course of business which (A) is material to Huntington and its Subsidiaries taken as a whole or (B) which would reasonably be calculated on expected to materially delay the basis consummation of the Merger or any of the transactions contemplated by this AgreementAgreement (the agreements, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances contracts and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding obligations of the type described in this Section 3.14(aclauses (i) is through (vi) being referred to herein as a “Home ContractHuntington Material Contracts”). There are no provisions in any Huntington Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration.” (b) To the knowledge of Home, (i) each Home Each Huntington Material Contract is valid and binding on Home or one Huntington (or, to the extent a Subsidiary of its SubsidiariesHuntington is a party, as applicablesuch Subsidiary) and, to the knowledge of Huntington, any other party thereto and is in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or . Neither Huntington nor any of its Subsidiaries is in breach or default under any Huntington Material Contract except where any such Home Contractbreach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Huntington and its Subsidiaries taken as a whole. No Home Default will occur Neither Huntington nor any Subsidiary of Huntington knows of, or has received notice of, any violation or default under (nor, to the knowledge of Huntington, does there exist any Home condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Huntington Material Contract by virtue any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Huntington and its Subsidiaries taken as a whole. Prior to the date hereof, Huntington has made available to Sky true and complete copies of the consummation of any of the transactions contemplated by this Agreementall Huntington Material Contracts.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Company Disclosure Schedule is a trueor as filed with or incorporated into any Company Report filed prior to the date hereof, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), other than any Company Benefit Plan, (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ivii) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Company or any of its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company Parent or any of its affiliates Subsidiaries to engage in any line of business that is material to Company and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionsSubsidiaries, other than the condition of noticetaken as a whole, (viii) with or to a labor union or guild (including any collective bargaining agreement), or (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiiiv) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home Company or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with taken as a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerwhole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract,” and neither Company nor any of its Subsidiaries knows of, or has received written, or to the knowledge of Company, oral notice of, any violation of the above by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole.” (b) To In each case, except as would not reasonably be likely to have, either individually or in the knowledge of Homeaggregate, a Material Adverse Effect with respect to Company: (i) each Home Company Contract is valid and binding on Home Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Company and each of its Subsidiaries has performed all material obligations required to be performed by it prior to the date hereof under each Home Company Contract, (iii) to the knowledge of Company each third-party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth Except as otherwise provided in this Agreement or as disclosed on Section 3.14(a4.13(a) of the Home Vantage Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Vantage nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, consultants, independent contractors or employeesother service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Cascade, HomeVantage, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, officerconsultant, employee independent contractor or other service provider of Vantage or any Subsidiary thereof, (iii) which that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K Vantage to be performed after the date of the SEC)this Agreement, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Home or any Vantage or, to the knowledge of its affiliates or Vantage, upon consummation of the Merger or the Bank Vantage Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Plan) pursuant to stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits thereunder 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, shareholder the occurrence of any stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.13(a), whether or not set forth in the Vantage Disclosure Schedule, is referred to herein as a “Home Vantage Contract,” and neither Vantage nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Vantage Contract by any of the other parties thereto.” (b) To the knowledge of Home, (i) each Home Each Vantage Contract is valid and binding on Home Vantage or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home Vantage and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, Vantage Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Vantage or any of its Subsidiaries under any such Home Vantage Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither LSB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution consummation or delivery of this Agreement, shareholder 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 CascadeFNB, HomeLSB, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any directorofficer or employee thereof which, officerindividually or in the aggregate, employee or service provider thereofwill have a Material Adverse Effect on LSB, (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 LSB Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any of its affiliates LSB or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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, any 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 AgreementAgreement which, (vii) that relates to the incurrence of indebtedness by Home individually or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course aggregate, will have a Material Adverse Effect on LSB. LSB has previously made available to FNB true and correct copies of business consistent with past practice) including any sale all employment and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts deferred compensation agreements which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries in writing and to conduct business with which LSB is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the LSB Disclosure Schedule, is referred to herein as a “Home LSB Contract”, and neither LSB 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, either individually or in the aggregate, will have a Material Adverse Effect on LSB.” (b) To the knowledge of Home, (i) each Home Each LSB Contract is valid and binding on Home LSB or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) Home LSB and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home LSB Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under except where such Home Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on LSB, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home LSB or any of its Subsidiaries under any such Home LSB Contract. No Home Default , except where such default, either individually or in the aggregate, will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementnot have a Material Adverse Effect on LSB.

Certain Contracts. (a) Set forth in Section 3.14(a) of Except as Previously Disclosed, neither the Home Disclosure Schedule is Company nor a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries Company Subsidiary is a party to, is bound or affected by, receives, or is obligated to or bound by pay, benefits under (i) with respect any agreement, arrangement or commitment, including without limitation any agreement, indenture or other instrument, relating to the payment borrowing of feesmoney by the Company or a Company Subsidiary (other than in the case of the Bank deposits, compensation FHLB advances, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or benefits to the guarantee by the Company or a Company Subsidiary of any directorsobligation, officers or employeesother than by the Bank in the ordinary course of its banking business, (ii) whichany agreement, upon arrangement or commitment relating to the execution or delivery employment of this Agreement, shareholder approval of this Agreement a consultant or the consummation employment, election or retention in office of any present or former director, officer or employee of the transactions contemplated by this Agreement will Company or a Company Subsidiary, (either alone iii) any agreement, arrangement or upon the occurrence of any additional acts or events) result in understanding pursuant to which any payment (whether of severance pay or otherwise) becoming became or may become due from Cascadeto any director, Homeofficer or employee of the Company or a Company Subsidiary upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (iv) any agreement, arrangement or understanding pursuant to which the Surviving Company, Company or any of their respective Subsidiaries a Company Subsidiary is obligated to indemnify any director, officer, employee or service provider thereofagent of the Company or a Company Subsidiary; (v) any agreement, (iii) arrangement or understanding to which the Company or a Company Subsidiary is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K party or by which any of the SEC), (iv) same is bound which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts limits the conduct of any line of business by Home or any of its affiliates or upon consummation freedom of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates a Company Subsidiary to engage compete in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without with any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement)person, (vi) (including any Home Benefit Plan) pursuant to which assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any of the benefits thereunder will be increased, regulatory order or the vesting of the benefits will be accelerated, decree with or by the occurrence of OTS, the execution and delivery of this Agreement, shareholder approval of this Agreement FDIC or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreementother regulatory agency, (vii) that relates any other agreement, arrangement or understanding which would be required to be filed as an exhibit to the incurrence Company's Annual Report on Form 10-K under the Exchange Act and which has not been so filed or (viii) any other agreement, arrangement or understanding which, if entered into after the date hereof, would require the consent of indebtedness the Acquiror under Section 5.6(a) hereof. (b) Neither the Company nor any Company Subsidiary is in default or in non-compliance, which default or non-compliance could reasonably be expected to have a Material Adverse Effect on the Company, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by Home which its assets, business or any of its Subsidiaries (other than deposit liabilitiesoperations may be bound or affected, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred whether entered into in the ordinary course of business consistent with past practice) including any sale or otherwise and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer whether written or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) Home and each of its Subsidiaries there has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no not occurred any event or condition exists which constitutes or, after notice or that with the lapse of time or the giving of notice, or both, will constitute, would constitute such a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementnon-compliance.

Certain Contracts. (a) Set forth Except as disclosed in Section 3.14(a4.11(a) of the Home CVBG Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither CVBG nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employeesemployees other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution consummation or delivery of this Agreement, shareholder 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 CascadeCVBG, HomeGCBS, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the CVBG Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any of its affiliates CVBG or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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, any 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 . CVBG has previously made available to the incurrence GCBS true and correct copies of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances all employment and loans from the Federal Home Loan Bank of Seattle and securities sold under deferred compensation agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries in writing and to conduct business with which CVBG is a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerparty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.14(a), whether or not set forth in the CVBG Disclosure Schedule, is referred to herein as a “Home CVBG Contract”, and neither CVBG 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 CVBG.” (b) To the knowledge of Home, (i) each Home Each CVBG Contract is valid and binding on Home CVBG or one any of its Subsidiaries, as applicable, and in full force and effect, (ii) Home CVBG and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home CVBG Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under except where such Home Contractnoncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CVBG, and (iviii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home CVBG or any of its Subsidiaries under any such Home CVBG Contract. No Home Default will occur under any Home Contract by virtue of , except where such default which will, either individually or in the consummation of any of the transactions contemplated by this Agreementaggregate, have a Material Adverse Effect on CVBG.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which that is a “material contract” (as such term is defined in that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the SEC), SEC and that is to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof; (ivii) which that 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 by Home or in any geographic area, or, to the knowledge of its affiliates or Company, upon consummation of the Merger or the Bank Merger will could restrict the ability of Parent, the Surviving Company or any of its affiliates their respective Subsidiaries to engage in any line of business and such requirement is not terminable by Home in any geographic area; (iii) that obligates Company or any of its Subsidiaries to conduct business on sixty an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Company 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; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (viv) with or to a labor union or guild (including any collective bargaining agreement), ; (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of Company or any Subsidiary, or of any third party for which Company or any Subsidiary is a guarantor or is otherwise liable; (including vii) that requires Company or any Home Benefit PlanSubsidiary to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) pursuant to which any that is with an agency, broker, insurer or other person that accounted for 1% or more of the benefits thereunder will be increasedsales of the Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of Company or any Subsidiary; or (x) that would prevent, materially delay or materially impede Company’s ability to consummate the Merger or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the other transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home Company Contract.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home Company or one of its Subsidiariesapplicable Subsidiary, as applicableenforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) Home Company and each of its Subsidiaries and, to Company’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Home Contract, Company Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of Home Company or any of its Subsidiaries or, to Company’s knowledge, any other party thereto under any such Home Company Contract. No Home Default will occur notice of default or termination has been received under any Home Contract by virtue of the consummation of Company Contract. There are no disputes pending or, to Company’s knowledge, threatened with respect to any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set forth in Section 3.14(a4.14(a) of the Home MB Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home MB or any of its Subsidiaries is a party to or bound by (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving CompanyMB, or any of their respective its Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) that has not been filed or incorporated by reference in the MB Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home MB or any of its affiliates or upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home MB Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home MB or its Subsidiaries, Subsidiaries or (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (xviii) that obligates Home MB or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providerbasis. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.14 (a) is referred to herein as a “Home "MB Contract.”" (b) To the knowledge of HomeMB, (i) each Home MB Contract is valid and binding on Home MB or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home MB and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home MB Contract, (iii) each third-party counterparty to each Home MB Contract has performed all material obligations required to be performed by it to date under such Home MB Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home MB or any of its Subsidiaries under any such Home MB Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Except as disclosed on Section 3.14(a3.13(a) of the Home Target Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Target nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, consultants, independent contractors or employeesother service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any or shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from CascadeBuyer, HomeTarget, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, officerconsultant, employee independent contractor or other service provider of Target or any Subsidiary thereof, (iii) which 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) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any Target or, to the knowledge of its affiliates or Target, upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including as to any Home Benefit Plan) pursuant to stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits thereunder 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, the occurrence of any 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 or affected by any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Target Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) each Home Each Target Contract is valid and binding on Home Target or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home Target and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, Target Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Target or any of its Subsidiaries under any such Home Target Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in the exhibit index to the SuperMedia 2011 10-K or as set forth on Section 3.14(a) 3.13 of the Home SuperMedia Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither SuperMedia nor any of its Subsidiaries SuperMedia Subsidiary is a party to or bound by (i) with respect any Contract relating to the payment incurrence or guarantee of feesIndebtedness by SuperMedia or any SuperMedia Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, compensation or benefits to any directors, officers or employees“SuperMedia Instruments of Indebtedness”), (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iviii) which contains a any non-compete or client or customer non-solicit requirement competition Contract, or any other provision that restricts the conduct of agreement or obligation which purports to limit or restrict in any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict material respect (A) the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home SuperMedia or its Subsidiaries on sixty to solicit customers or (60B) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedmanner in which, or the vesting localities in which, all or any portion of the benefits will be acceleratedbusiness of SuperMedia and the SuperMedia Subsidiaries or, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the following consummation of any of the transactions contemplated by this Agreement, Dex Surviving Company and its Subsidiaries, is or would be conducted, (iv) 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 change of control of SuperMedia or any SuperMedia Subsidiary, (v) any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or partnership agreement related to the value of formation, creation, operation or management or any of joint venture or partnership that is material to SuperMedia and the benefits will be calculated on the basis of any of the transactions contemplated by this AgreementSuperMedia Subsidiaries, taken as a whole, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) Contract that grants any right of first refusal, refusal or right of first offer or similar right with respect that limits or purports to limit the ability of SuperMedia or any assetsSuperMedia Subsidiary to own, rights operate, sell, transfer, pledge or properties otherwise dispose of Home any material assets or its Subsidiariesbusiness, (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 involves any Contract not made in the payment by Home ordinary course of business which (A) is material to SuperMedia and the SuperMedia Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Mergers or any of its Subsidiaries of more than fifty thousand dollars other transaction contemplated by this Agreement ($50,000) per annum or two hundred thousand dollars ($200,000) in collectively, the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice“SuperMedia Material Contracts”), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To With such exceptions that would not, individually or in the knowledge of Homeaggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) each Home Each SuperMedia Material Contract is valid and binding on Home or one SuperMedia (or, to the extent a Subsidiary of its SubsidiariesSuperMedia is a party, as applicablesuch 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) Home all obligations of such Person evidenced by bonds, debentures, notes and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contractsimilar agreements, (iii) each third-party counterparty all leases of such Person capitalized pursuant to each Home Contract has performed all material obligations required to be performed by it to date under such Home ContractGAAP, and (iv) no event or condition exists which constitutes orall obligations of such Person under sale-and-lease back transactions, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementagreements to repurchase securities sold and other similar financing transactions.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or any of its Subsidiaries Company nor the Company Bank is a party to or bound by any contract (whether written or oral) (i) with respect to the payment service of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascade, HomeParent, the Surviving Company, or any of their respective Subsidiaries to any officer, director, officeremployee, employee agent or service provider thereofconsultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (iv) which contains is a non-compete or client or customer non-solicit requirement or 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 other provision that one such agreement, (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger Company or the Bank Merger will 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 Surviving Company or any of its affiliates the Company Bank to engage compete in any line of business and such requirement is not terminable or with any person or entity or in any geographic area (other than as may be required by Home Law or its Subsidiaries on sixty by any Governmental Entity) or which grants any right of first refusal, right of first offer or similar right; (60vii) days any contract for, with respect to, or less notice without any required payment that contemplates, a possible merger, consolidation, reorganization, recapitalization or other conditionsbusiness combination, or asset sale or sale of equity securities with respect to the Company or the Company Bank, other than this Agreement; (viii) any contract relating to the condition borrowing of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of money by the benefits thereunder will be increased, Company or the vesting of Company Bank or the benefits will be accelerated, guarantee by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement Company or the consummation Company Bank of any such obligation of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries a third party (other than deposit liabilities, trade payables, federal funds purchased, advances liabilities and loans from the Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of Seattle and securities sold under agreements to repurchase, in each case incurred 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, ; (viiiix) any contract that grants 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 right of first refusal, right of first offer or similar right contract (other than a Plan) with respect to the employment or compensation of any assets, rights officers or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or directors; (xi) that provides for contractual indemnification 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 more than ten thousand dollars any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of dividends and ($10,000xiii) to any director, officer, employee or service providerRegulatory Agreement (as defined in Section 4.14). Each contract, arrangement, commitment or understanding contract of the type described in this Section 3.14(a4.13(a), whether or not set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Home 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) To Except as set forth in Section 4.13(b) of the knowledge of HomeCompany Disclosure Schedule, (i) each Home Company Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries the Company and the Company Bank has performed in all material respects all obligations required to be performed by it to date under each Home Company Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home the Company or any of its Subsidiaries the Company Bank under any such Home Company Contract. No Home Default will occur under , and (iv) no other party to any Home Company Contract by virtue is, to the knowledge of the consummation of Company, in material violation or default in any of the transactions contemplated by this Agreementrespect thereunder.

Certain Contracts. (a) Set Except as set forth in Section 3.14(aSchedule 3.16(a) of the Home Camco Disclosure Schedule is a trueSchedules, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Camco nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or officers, employees, ; (ii) which would entitle any present or former director, officer, employee or agent of Camco or any of its Subsidiaries to indemnification from Camco or any of its Subsidiaries; (iii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFirst Place, HomeCamco, Camco Bank, the Surviving Company, Bank or any of their respective Subsidiaries or successors to any director, officer, officer or employee thereof; (iv) which involves the annual payment of $50,000 or service provider thereof, more; (iiiv) which is a “material contract” consulting agreement (as 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 term is defined agreement with an individual, or $100,000 per annum, in Item 601(b)(10) the case of Regulation S-K of the SEC), any other such agreement; (ivvi) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home Camco or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty Subsidiaries; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (vvii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (viother than this Agreement and the Bank Merger Agreement); (ix) 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 Camco or any of its 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 (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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 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, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(aSections 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 Camco Disclosure Schedules, is referred to herein as a “Home Camco Contract.”” Camco has previously delivered to First Place true and correct copies of each Camco Contract. (b) To Except as set forth in Schedule 3.16(b) of the knowledge of HomeCamco Disclosure Schedules, (i) each Home Camco Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home Camco and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home 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) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home Camco or any of its Subsidiaries under any such Home Camco Contract. No Home Default will occur under , 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 Camco’s knowledge, in default in any Home Contract by virtue respect thereunder. (c) Schedule 3.16(c) of the consummation 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 of option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated by this Agreementhereby.

Certain Contracts. (a) Set forth in Section 3.14(a) of With respect to Contracts to which the Home Disclosure Schedule Company is a trueparty identified on Schedule 6.19(a) ("Company Contracts"), correct the Purchaser and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the Company shall cooperate between the date hereof to which Home or any of its Subsidiaries is a party to or bound by and the Closing Date in order to, at the Purchaser's election: (i) with respect obtain any amendment to such Company Contract as specified by the payment of feesPurchaser, compensation or benefits to any directors, officers or employees, and/or (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as terminate 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 any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries Contract on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates terms satisfactory to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home ContractPurchaser.” (b) To If the knowledge 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 Homeany 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 Home any amendments to any Company Contract is valid and binding on Home requested by the Purchaser are not obtained, or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home 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 has performed all material obligations required shall not be assigned to be performed by it the Purchaser. (e) In the event any Company Contracts are excluded as Excluded Assets pursuant to date under each Home ContractSection 6.19(d), (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contractthe Company, and (iv) no event the Purchaser will cooperate with each other as reasonably requested by the other party during the Dissolution Period in order to obtain, at the expense of the Purchaser, the required amendment or condition exists which constitutes or, after notice or lapse termination of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Company Contract by virtue of the consummation of any of the transactions 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. The costs and expenses of any such amendment or termination shall be paid by the Purchaser. (g) The Company shall use commercially reasonable efforts to, prior to the Closing, assign such Company Contracts as Purchaser may designate as soon as practicable following the execution of this Agreement to a Purchased Company or a Subsidiary as may be designated by the Purchaser as soon as practicable following the execution of this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(aSchedule 4.16(a) of the Home BCB Disclosure Schedule is a trueSchedules, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither BCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or officers, employees, ; (ii) which would entitle any present or former director, officer, employee or agent of BCB or any of its Subsidiaries to indemnification from BCB or any of its Subsidiaries; (iii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadePamrapo, HomeBCB, BCB Bank, the Surviving Company, Bank or any of their respective Subsidiaries or successors to any director, officer, officer or employee thereof; (iv) which involves the annual payment of $25,000 or service provider thereof, more; (iiiv) which is a “material contract” consulting agreement (as 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 term is defined agreement with an individual, or $50,000 per annum, in Item 601(b)(10) the case of Regulation S-K of the SEC), any other such agreement; (ivvi) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home BCB or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty Subsidiaries; (60) days or less notice without any required payment or other conditions, other than the condition of notice, (vvii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (viother than this Agreement and the Bank Merger Agreement); (ix) 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 BCB or any of its 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 BCB or its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $5,000,000; or (xiii) excluding the plans set forth on Schedule 4.11, where any employee benefits (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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 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, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(aSections 4.16(a) and 4.16(c) hereof, whether or not set forth in Schedule 4.16(a) or Schedule 4.16(c) of the BCB Disclosure Schedules, is referred to herein as a “Home BCB Contract.”” BCB has previously delivered to Pamrapo true and correct copies of each BCB Contract. (b) To Except as set forth in Schedule 4.16(b) of the knowledge of HomeBCB Disclosure Schedules, (i) each Home BCB Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home BCB and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home BCB Contract, except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on BCB, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of Home BCB or any of its Subsidiaries under any such Home BCB Contract. No Home Default will occur under , except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on BCB and (iv) no other party to such BCB Contract is, to BCB’s knowledge, in default in any Home Contract by virtue respect thereunder. (c) Schedule 4.16(c) of the consummation BCB Disclosure Schedules sets forth all agreements of BCB 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 of option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated by this Agreementhereby.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a4.16(a) of the Home First Place Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither First Place nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from CascadeFFY, HomeFirst Place, the Surviving CompanyCorporation, the Surviving Institution or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement that has not been filed or incorporated by reference in First Place Reports, (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or client less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $100,000 per annum, in the case of any other provision that such agreement, (v) which materially restricts the conduct of any line of business by Home First Place or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticeSubsidiaries, (vvi) with or to a labor union or guild (including any collective bargaining agreement), ) or (vivii) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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, shareholder approval of this Agreement or the consummation 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, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a4.16(a), whether or not set forth in Section 4.16(a) of the First Place Disclosure Schedule, is referred to herein as a “Home "First Place Contract.” (b) To the knowledge " The First Place has previously delivered to FFY true and correct copies of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home First Place Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) 4.23 of the Home Parent Disclosure Schedule is contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written 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 oral) in effect any Subsidiary of Parent is a party or by which any of them or their assets is bound as of the date hereof 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 Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which Home 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 borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, Parent’s officers or and key employees, on the other hand, (iivi) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder 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, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, Parent or the Surviving Company, Company or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiivii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 4.23(a), whether or not included as an exhibit to any Parent Report or included in Section 4.23 of the Parent Disclosure Schedule, is referred to herein as a “Home 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) To Each Parent Material Contract is, to the knowledge of HomeParent, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and Parent and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractParent Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of Home or aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the 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 Home ContractParent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Contract by virtue of Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of any of the transactions contemplated by this AgreementAgreement will not breach or violate any Parent Material Contract or permit any other party 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 unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers or employees, ; (ii) whichthat, upon the execution or delivery of this Agreement, stockholder or shareholder 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 CascadeParent, Homethe Company, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home the Company or any of its affiliates or upon consummation of the Merger or the Bank Merger Integrated Mergers will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder 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 Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle 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 Home the Company or its Subsidiaries, ; (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 80,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home 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 obligates Home includes an indemnification obligation of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $80,000; or (xi) that involves aggregate payments or preferential basis (other than any such contracts which are terminable receipts by Home 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 required payment or other conditions, other than Subsidiary of the condition Company of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To 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 knowledge Company Disclosure Schedule sets forth a true, correct and complete description of Home, any oral Company Contract and any oral amendment to any Company Contract. (ic) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, 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) Home except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract. To the knowledge of the Company, (iii) each third-party counterparty to each Home Company Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under Neither the Company nor any Home Contract by virtue Subsidiary of the consummation Company has received or delivered any notice of cancellation or termination of any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set forth in Section 3.14(a) 5.23 of the Home GlobalSantaFe Disclosure Schedule is Letter contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written 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 oral) in effect any Subsidiary of GlobalSantaFe is a party or by which any of them or their assets is bound as of the date hereof 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 GlobalSantaFe and 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) any drilling unit construction or conversion contract with respect to which Home 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 borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between GlobalSantaFe or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, GlobalSantaFe’s officers or and key employees, on the other hand, (iivi) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder 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, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, the Surviving Company, Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiivii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 5.23(a), whether or not included as an exhibit to any GlobalSantaFe Report or included in Section 5.23 of the GlobalSantaFe Disclosure Letter, is referred to herein as a “Home 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) To Each GlobalSantaFe Material Contract is, to the knowledge of HomeGlobalSantaFe, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and GlobalSantaFe and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractGlobalSantaFe Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on GlobalSantaFe Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of Home or aggregate, a GlobalSantaFe Material Adverse Effect, neither GlobalSantaFe nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the 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 Home ContractGlobalSantaFe Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Contract by virtue of Except as would not be reasonably likely to have, individually or in the aggregate, a GlobalSantaFe Material Adverse Effect, the consummation of any of the transactions contemplated by this AgreementAgreement will not breach or violate any GlobalSantaFe Material Contract or permit any other party 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 unenforceability is not reasonably likely to create, individually or in the aggregate, a GlobalSantaFe Material Adverse Effect.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, or employees, employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by the Company or a Subsidiary without the payment of severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder 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 CascadeParent, Homethe Company, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider thereof, ; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act), ; (iv) which that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home the Company or any of its affiliates or upon consummation of the Merger or the Bank Merger Integrated Mergers will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, business; (v) with or to a labor union or guild (including any collective bargaining agreement), ; (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, ; (vii) that relates to the incurrence of indebtedness by Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle Banks 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 Home the Company or its Subsidiaries, ; (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 75,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home 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 obligates Home includes an indemnification obligation of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or preferential basis (other than any such contracts which are terminable receipts by Home 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 required payment or other conditions, other than Subsidiary of the condition Company of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To 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 knowledge Company Disclosure Schedule sets forth a true, correct and complete description of Home, any oral Company Contract and any oral amendment to any Company Contract. (ic) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, 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) Home except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract. To the knowledge of the Company, (iii) each third-party counterparty to each Home Company Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under Neither the Company nor any Home Contract by virtue Subsidiary of the consummation Company has received or delivered any notice of cancellation or termination of any of the transactions contemplated by this AgreementCompany Contract.

Certain Contracts. (a) Set forth Except as otherwise provided in this Agreement or as disclosed on Section 3.14(a3.13(a) of the Home Seller Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Seller nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, consultants, independent contractors or employeesother service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any or shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from CascadeBuyer, HomeSeller, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any current, former or retired officer, employee, director, officerconsultant, employee independent contractor or other service provider of Seller or any Subsidiary thereof, (iii) which that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K Seller to be performed after the date of the SEC)this Agreement, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Home or any Seller or, to the knowledge of its affiliates or Seller, upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Plan) pursuant to stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any of the benefits thereunder 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, the occurrence of any 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 or affected by any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Seller Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) each Home Each Seller Contract is valid and binding on Home Seller or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home Seller and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, Seller Contract and (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home Seller or any of its Subsidiaries under any such Home Seller Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) 6.23 of the Home Transocean Disclosure Schedule is Letter contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written 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 oral) in effect any Subsidiary of Transocean is a party or by which any of them or their assets is bound as of the date hereof 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 Transocean and 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) any drilling unit construction or conversion contract with respect to which Home 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 borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Transocean or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, Transocean’s officers or and key employees, on the other hand, (iivi) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder 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, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, the Surviving Company, Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiivii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 6.23(a), whether or not included as an exhibit to any Transocean Report or included in Section 6.23 of the Transocean Disclosure Letter, is referred to herein as a “Home 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) To Each Transocean Material Contract is, to the knowledge of HomeTransocean, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and Transocean and each of its Subsidiaries has have in all material respects performed all material obligations required to be performed by it them to date under each Home ContractTransocean Material Contract to which it is a party, (iii) each third-party counterparty to each Home Contract has performed all material obligations required except where such failure to be performed by it binding or in full force and effect or such failure to date under such Home Contractperform does not and is not reasonably likely to create, and (iv) no event individually or condition exists which constitutes or, after notice or lapse of time or both, will constitutein the aggregate, a material default on Transocean Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of Home or aggregate, a Transocean Material Adverse Effect, neither Transocean nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the 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 Home ContractTransocean Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. No Home Default will occur under any Home Contract by virtue of Except as would not be reasonably likely to have, individually or in the aggregate, a Transocean Material Adverse Effect, the consummation of any of the transactions contemplated by this AgreementAgreement will not breach or violate any Transocean Material Contract or permit any other party 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 unenforceability is not reasonably likely to create, individually or in the aggregate, a Transocean Material Adverse Effect.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a trueExcept as Previously Disclosed, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Subsidiaries neither Progressive nor Pawling is a party to to, or is bound by by, (i) with respect to any material agreement, arrangement or commitment involving annual payments in excess of $100,000, whether or not made in the payment ordinary course of fees, compensation or benefits to any directors, officers or employeesbusiness, (ii) whichany agreement, upon indenture or other instrument relating to the execution borrowing of money by Progressive or delivery of this Agreement, shareholder approval of this Agreement Pawling or the consummation guarantee by Progressive or Pawling of any such obligation, (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election, retention in office or severance of any present or former director or officer, (iv) any agreement to make loans or for the provision, purchase or sale of goods, services or property between Progressive or Pawling and any director or executive officer of Progressive or Pawling, or any member of the immediate family or affiliate 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 Cascade, Home, the Surviving Companyforegoing, or any of their respective Subsidiaries to any director, officer, employee or service provider 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 any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with any agreement between Progressive or to a labor union Pawling and any five percent or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any more shareholder of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchaseProgressive, in each case incurred other than transactions entered into in the ordinary course of the banking business of Pawling consistent with past practice. (b) Neither Progressive nor Pawling, nor to the knowledge of Progressive or Pawling, the other party thereto, is in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument whether entered into in the ordinary course of business consistent with past practice) including any sale or otherwise and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer whether written or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicableoral, and in full force and effectthere has not occurred any event that, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or with the lapse of time or giving of notice or both, will constitutewould constitute such a default, a material default on other than defaults of loan agreements by borrowers from Pawling in the part of Home or any ordinary course of its Subsidiaries under banking business. (c) Since September 30, 1997, neither Progressive nor Pawling has incurred or paid any such Home Contractobligation or liability that would be material to Progressive, except obligations incurred or paid in connection with transactions in the ordinary course of business of Pawling consistent with its past practice and except as Previously Disclosed. No Home Default will occur under Except as Previously Disclosed, from September 30, 1997 to the date hereof, neither Progressive nor Pawling has taken any Home Contract by virtue of action that, if taken after the consummation of date hereof, would breach any of the transactions contemplated by this Agreementcovenants contained in Section 4.7(b) hereof. (d) Except as Previously Disclosed, neither Progressive nor Pawling has, during the period since December 31, 1995, controlled expenses through elimination of employee benefits, deferral of routine maintenance of real property or leased premises, elimination of reserves where the liability related to such reserve has remained, reduction of capital improvements from previous levels, failure to depreciate capital assets in accordance with past practice or eliminate capital assets which are no longer used in the business of either Progressive or Pawling, capitalized loan production expenses other than in accordance with FAS 91 or extraordinary reduction or deferral of ordinary or necessary expenses.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) 2.16 of the Home Company Disclosure Schedule is a trueor Contracts filed as exhibits to the Company SEC Reports, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or of this Agreement, neither Company nor any of its Subsidiaries is a party to or bound by any Contract that: (i) involves or would reasonably be expected to involve aggregate future payments by Company and/or its Subsidiaries in excess of $10,000,000 as of the date of this Agreement or aggregate future payments to Company and/or its Subsidiaries in excess of $10,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding contracts for equipment, goods and materials and royalty and similar agreements entered into by the Company and/or its Subsidiaries in the ordinary course of business consistent with respect to the payment of fees, compensation or benefits to any directors, officers or employeespast practice), (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) provides for or otherwise relates to joint venture, partnership, strategic alliance or similar arrangements affecting the Oil and Gas Interests, (iv) which contains a non-compete (A) imposes any restriction on the right or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates Subsidiaries to engage in compete with any line other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business and such requirement is not terminable by Home of Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionsin a material manner, other than the condition of noticethose contained in customary oil and gas leases, (v) with constitutes or to a labor union provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or guild (including other agreements or instruments of Company or any collective bargaining agreement)of its Subsidiaries or commitments for the borrowing or the lending by Company or any of its Subsidiaries, (vi) (including any Home Benefit Plan) pursuant to which provides for the sale by Company or any of the benefits thereunder will be increasedits Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 90 days or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor, (vii) that provides for a call or option on production, or the vesting acreage dedication to a gathering, transportation or other arrangement downstream of the benefits will wellhead, (viii) is a joint development agreement, exploration agreement, participation or program agreement or similar agreement that contractually requires Company and its Subsidiaries to make expenditures that would reasonably be accelerated, by expected to be in excess of $10,000,000 in the occurrence aggregate during the 12-month period following the date of this Agreement containing any type of provision that becomes applicable due to the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreementhereby, or the value of any (ix) that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the benefits will Company set forth in the Company Reserve Reports), that could reasonably be calculated on expected to result in payments after the basis of any of the transactions contemplated date hereof by this Agreement, (vii) that relates to the incurrence of indebtedness by Home Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank in excess of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract10,000,000.” (b) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home or one of Company and/or its Subsidiaries, as applicable, and in full force and effect. Each of Company and its Subsidiaries and, (ii) Home and each to the knowledge of Company, the other Person or Persons thereto has in all material respects performed all of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) each third-party counterparty except for instances of noncompliance where neither the costs to each Home Contract has performed all material obligations required comply nor the failure to comply, individually or in the aggregate, would reasonably be performed by it expected to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, have a material default Material Adverse Effect on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this AgreementCompany.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a trueExcept as Previously Disclosed, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Seller nor any of its Subsidiaries Seller Subsidiary is a party to, is bound or affected by, receives, or is obligated to or bound by pay, benefits under (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument, relating to the payment borrowing of feesmoney by Seller or a Seller Subsidiary (other than in the case of Seller Bank deposits, compensation FHLB advances, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or benefits to the guarantee by Seller or a Seller Subsidiary of any directorsobligation, officers or employeesother than by Seller Bank in the ordinary course of its banking business, (ii) whichany agreement, upon arrangement or commitment relating to the execution employment of a consultant or delivery the employment, election or retention in office of any present or former director, officer or employee of Seller or a Seller Subsidiary, (iii) any agreement, arrangement or understanding (other than as set forth in this Agreement, shareholder 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 pursuant to which any payment (whether of severance pay or otherwise) becoming became or may become due from Cascadeto any director, Homeofficer or employee of Seller or a Seller Subsidiary upon execution of this Agreement or upon or following completion of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (iv) any agreement, the Surviving Company, arrangement or any of their respective Subsidiaries understanding pursuant to which Seller or a Seller Subsidiary is obligated to indemnify any director, officer, employee or service provider thereofagent of Seller or a Seller Subsidiary, other than as set forth in Seller Employee Plans and in the Articles of Incorporation, Code of Regulations, Bylaws or other governing documents of Seller and its Subsidiaries; (iiiv) any agreement, arrangement or understanding to which Seller or a Seller Subsidiary is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K party or by which any of the SEC), (iv) same is bound which contains limits the freedom of Seller or a non-Seller Subsidiary to compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without with any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), person; (vi) (including any Home Benefit Plan) pursuant to which assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any of regulatory order or decree with or by the benefits thereunder will be increasedOTS, the FDIC, the Division, or the vesting any other regulatory agency (other than those of the benefits will be accelerated, general applicability to savings associations or holding companies thereof issued by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement Governmental Entities); or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates any agreement, arrangement or understanding which would be required to be filed as an exhibit to Seller's Annual Report on Form 10-KSB under the incurrence of indebtedness Exchange Act and which has not been so filed. (b) Neither Seller nor any Seller 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 Home which its assets, business or any of its Subsidiaries (other than deposit liabilitiesoperations may be bound or affected, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred whether entered into in the ordinary course of business consistent with past practice) including any sale or otherwise and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer whether written or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) Home and each of its Subsidiaries there has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no not occurred any event or condition exists which constitutes or, after notice or that with the lapse of time or the giving of notice, or both, will constitute, would constitute such a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementnon-compliance.

Certain Contracts. (a) Set Except as set forth in the exhibit index for Sky’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant to Section 3.14(a) 5.2 hereof or as set forth on Section 3.14 of the Home Sky Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Sky nor any of its Subsidiaries is a party to or bound by (i) with respect any agreement relating to the payment incurring of feesIndebtedness (as defined below) by Sky or any of its Subsidiaries in an amount in excess in the aggregate of $20,000,000, compensation other than those having a term of 30 days or benefits to any directorsless and other than deposit liabilities (collectively, officers or employees“Sky Instruments of Indebtedness”), (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iviii) which contains a any non-compete competition or client or customer non-solicit requirement exclusive dealing agreement, or any other provision that restricts the conduct of agreement or obligation which purports to limit or restrict in any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict material respect (A) the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home Sky or its Subsidiaries on sixty to solicit customers or (60B) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increasedmanner in which, or the vesting localities in which, all or any portion of the benefits will be acceleratedbusiness of Sky and its Subsidiaries or, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the following consummation of any of the transactions contemplated by this Agreement, Huntington and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of Sky or any of its Subsidiaries, (v) any collective bargaining agreement, (vi) any agreement providing for the value indemnification by Sky or a Subsidiary of Sky of any Person other than customary agreements with directors or officers of Sky and other than with vendors providing goods or services to Sky or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to Sky, (vii) any joint venture or partnership agreement material to Sky, (viii) 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 Sky or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (ix) any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to, any current or former director, officer or employee of Sky or its Subsidiaries, (x) any material agreement regarding any agent bank or other similar relationships with respect to lines of business, (xi) any material agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Sky and its Subsidiaries taken as a whole pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether Sky or its Subsidiary is the licensee or licensor thereunder, (xiii) any agreement pursuant to which Sky or any of its Subsidiaries leases real property, (xiv) any contract or agreement material to Sky and its Subsidiaries taken as a whole providing for the outsourcing or provision of servicing of customers, technology or product offerings of Sky or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business which (A) is material to Sky and its Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the benefits will be calculated on the basis of Merger or any of the transactions contemplated by this AgreementAgreement (the agreements, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances contracts and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding obligations of the type described in this Section 3.14(aclauses (i) is through (xv) being referred to herein as a “Home ContractSky Material Contracts”).” (b) To the knowledge of Home, (i) each Home Each Sky Material Contract is valid and binding on Home or one Sky (or, to the extent a Subsidiary of its SubsidiariesSky is a party, as applicablesuch Subsidiary) and, to the knowledge of Sky, any other party thereto and is in full force and effect. Neither Sky nor any of its Subsidiaries is in breach or default under any Sky Material Contract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries, taken as a whole. Neither Sky nor any Subsidiary of Sky knows of, or has received notice of, any violation or default under (nor, to the knowledge of Sky, 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 Sky Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries, taken as a whole. Prior to the date hereof, Sky has made available to Huntington true and complete copies of all Sky Material Contracts. There are no provisions in any Sky Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, (ii) Home all obligations of such Person evidenced by bonds, debentures, notes and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contractsimilar agreements, (iii) each third-party counterparty all leases of such Person capitalized pursuant to each Home Contract has performed all material obligations required to be performed by it to date under such Home ContractGAAP, and (iv) no event or condition exists which constitutes orall obligations of such Person under sale-and-lease back transactions, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementagreements to repurchase securities sold and other similar financing transactions.

Certain Contracts. (a) Set forth in Section 3.14(a) To the knowledge of the Home Company, ‎Section 3.20 of the Company Disclosure Schedule is Letter contains a true, correct and complete list of all of the following contracts, arrangements, commitments or understandings agreements (whether written other than those (i) set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement or oral(ii) in effect between the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand) to which the Company or any Subsidiary of the Company is a party or by which any of them or their assets is bound as of the date hereof of this Agreement: (i) any non-competition agreement that purports to which Home limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, (ii) any contract or agreement, other than agreements among the Company and/or its wholly owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $2 million or more, (iii) any employment agreement between the Company or any of its Subsidiaries is a party to or bound by (i) with respect to Subsidiaries, on the payment one hand, and any of fees, compensation or benefits to any directors, the Company’s officers or and key employees, on the other hand, (iiiv) any agreement which, upon the execution consummation of the Merger or delivery of any other transaction contemplated by this Agreement, shareholder 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, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Cascade, Home, the Surviving Company, Company or any of their respective its Subsidiaries to any officer, director, officer, consultant or employee or service provider thereofof any of the foregoing, (iiiv) any agreement the benefits of which is a will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any unit option plan, unit appreciation rights plan, restricted unit plan or unit purchase plan) or (vi) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, SEC other than the condition contracts described in Items 601(b)(10)(iii)(A) and (B) of notice, (v) with or to a labor union or guild (including any collective bargaining agreementRegulation S-K), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ‎Section 3.20(a), whether or not included as an exhibit to any Company Report or included in ‎Section 3.20 of the Company Disclosure Letter, is referred to herein as a “Home Company Material Contract.” (b,” and for purposes of ‎Section 5.1 and the bringdown of ‎Section 3.20(b) To the knowledge of Homepursuant to ‎Section 6.3, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home “Company Material Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under ” shall include any such Home Contract. No Home Default will occur under any Home Contract by virtue contract, arrangement, commitment or understanding that is entered into after the date of this Agreement and is known to the consummation of any of the transactions contemplated by this AgreementCompany.

Certain Contracts. (a) Set forth Except for those listed in Section 3.14(a3.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of 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) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which That is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (ivii) which That contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any material line of business by Home or any of the Company and its affiliates Subsidiaries or upon consummation of the Merger or the Bank Merger will would materially restrict the ability of the Surviving Company Parent or any of its affiliates Subsidiaries to engage in any line of business and such requirement businesses; (iii) That is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), ; (viiv) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, 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 will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that That relates to the incurrence of indebtedness by Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course principal amount of business consistent with past practice) $100,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, ; (viiiv) that That grants any right of first refusal, right of first offer or similar right to a third party with respect to any assets, rights or properties of Home or (x) that are material to the Company and its Subsidiaries, taken as a whole, or (ixy) that involves the payment by Home 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 fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate 25,000,000 over any twelve-month period (other than any such contracts which that are terminable by Home 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 obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days days’ or less notice without any required payment or other conditions, other than the condition of notice) or (xiB) that provides for contractual indemnification the payment of more than ten thousand dollars $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 $10,00010,000,000 per year; (viii) With an Agent accounting for more than 5% of the Company’s consolidated revenue during the year ended December 31, 2014 or the twelve-month period immediately preceding the date of this Agreement; (ix) Entered into after January 1, 2012 or under which the Company or any of its Subsidiaries has executory indemnification or other continuing obligations, in each case, relating to the acquisition or disposition of any directorbusiness or operations or any amount of assets or liabilities (whether by merger, officersale of stock, employee sale of assets or service providerotherwise) that would be material to the Company and its Subsidiaries taken as a whole; or (x) That is an amendment, supplement or modification in respect of any of the foregoing. Each contract, agreement, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To In each case, except as would not, either individually or in the knowledge of Homeaggregate, reasonably be likely to have a Material Adverse Effect on the Company: (i) each Home Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and the applicable counterparty or counterparties and is in full force and effect, (ii) Home the Company and each of its Subsidiaries has performed all material obligations required to be performed by it prior to the date hereof under each Home Company Contract, (iii) to the Company’s knowledge, each third-party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Contract, Company Contract and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth in Section 3.14(a) of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or Neither MBNA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees or employeesconsultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any 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 CascadeBank of America, HomeMBNA, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee of MBNA or service provider any Subsidiary thereof, (iii) which 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 MBNA SEC Reports filed prior to the date hereof, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Home or any MBNA or, to the knowledge of its affiliates or MBNA, upon consummation of the Merger or the Bank Merger will materially restrict the ability of the Surviving Company or any of its affiliates Corporation to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticein which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) (including any Home Benefit Plan) pursuant to which stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits thereunder 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, shareholder the occurrence of any stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) 3.13(a), whether or not set forth in the MBNA Disclosure Schedule, is referred to herein as a an “Home 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) To the knowledge of Home, (i) each Home Each MBNA Contract is valid and binding on Home MBNA or one of its Subsidiaries, as applicable, applicable Subsidiary and is in full force and effect, (ii) Home MBNA and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home MBNA Contract, and (iviii) no event or condition exists which that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home MBNA or any of its Subsidiaries under any such Home MBNA Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) 5.21 of the Home Xxxxx Disclosure Schedule is a trueLetter, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or neither Xxxxx nor any of its Subsidiaries is a party to or bound by by: (i) with respect to the payment any lease of fees, compensation real or benefits to any directors, officers personal property providing for annual rentals of $5 million or employees, more; (ii) whichany partnership, upon joint venture or other similar agreement or arrangement relating to the execution formation, creation, operation, management or delivery control of this Agreementany partnership or joint venture material to Xxxxx and its Subsidiaries, shareholder approval taken as a whole, or in which Xxxxx or any of its Subsidiaries owns any interest valued at more than $10 million; (iii) any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (each, a “Contract”) (other than among direct or indirect wholly owned Subsidiaries of Xxxxx) 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 would be required to be filed as an exhibit to any Xxxxx Report as of the date 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries pursuant to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts Securities Act and the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), Exchange Act; (vi) (including any Home Benefit Plan) pursuant to which agreement or covenant restricting in any material respect the research, development, distribution, sale, supply, license or manufacturing of the benefits thereunder will be increasedmaterial products or services, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement any agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home covenant requiring Xxxxx or any of its Subsidiaries to grant an exclusive right to a third party for the research, development, distribution, sale, supply, license or 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 Xxxxx or its Subsidiaries (or, after the Effective Time, Schlumberger or its affiliates) may engage or the manner in which any of them may so engage in any business or (B) would reasonably be expected to require the disposition of any material assets or line of business of Xxxxx or its Subsidiaries or, after the Effective Time, Schlumberger or its affiliates; (viii) any Contract (other than deposit liabilities, trade payables, federal funds purchased, advances (A) a Contract with respect to compensation or similar arrangements not involving an officer of Xxxxx for purposes of Section 16 of the Exchange Act and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred (B) any Contract entered into in the ordinary course of business consistent with past practice) including between Xxxxx or any sale of its Subsidiaries and leaseback transactionsany director or officer of Xxxxx or any person beneficially owning, capitalized leases and other similar financing transactionsas of the date hereof, 5% or more of the outstanding shares of Xxxxx Common Stock; (viiiix) any Contract that grants prohibits the payment of dividends or distributions in respect of capital stock of Xxxxx, prohibits the pledging of the capital stock of Xxxxx or any of its Subsidiaries or prohibits the issuance of guarantees by Xxxxx or any of its Subsidiaries; (x) any agreement or covenant containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Xxxxx or any of its Subsidiaries; (xi) any Contract that contains a put, call or similar right with respect pursuant to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home which Xxxxx or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than fifty thousand dollars $10 million ($50,000) per annum or two hundred thousand dollars the Contracts described in clauses ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticei)–(xi), (x) that obligates Home or any of its Subsidiaries together with all exhibits and schedules to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditionsContracts, other than being the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home ContractMaterial Contracts”).” (b) To the knowledge A true and complete copy of Homeeach Material Contract has previously been delivered or made available to Schlumberger (subject to applicable confidentiality restrictions). Except as would not reasonably be expected to have a Xxxxx Material Adverse Effect, (i) each Home Contract such contract is a valid and binding on Home agreement of Xxxxx or one of its Subsidiaries, as applicablethe case may be, and is in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home or neither Xxxxx nor any of its Subsidiaries nor, to the knowledge of Xxxxx, any other party thereto is in default or breach under the terms of any such Home Material Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set forth Except as disclosed in Section 3.14(a) Seller Disclosure Schedule 3.13(a), neither Seller nor any of the Home Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or any of its Seller Subsidiaries is a party to, is bound or affected by, receives, or is obligated to or bound by pay benefits under, (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the payment borrowing of fees, compensation money by Seller or benefits to any directors, officers of the Seller Subsidiaries or employeesthe guarantee by Seller or any of the Seller Subsidiaries of any obligation, (ii) whichany agreement, upon arrangement or commitment relating to the execution or delivery employment of this Agreement, shareholder approval of this Agreement a consultant or the consummation employment, retirement, election or retention in office of any present or former director or officer of Seller or any of the transactions contemplated by this Agreement will Seller Subsidiaries, (either alone iii) any contract, agreement or upon the occurrence of understanding with a labor union, (iv) any additional acts agreement, arrangement or events) result in understanding pursuant to which any payment (whether of severance pay or otherwise) becoming became or may become due from Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider 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 any line of business by Home Seller or any of its affiliates or the Seller Subsidiaries upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the upon or following consummation of any of the transactions contemplated by this AgreementAgreement (either alone or in connection with the occurrence of any additional acts or events), (v) any agreement, arrangement or the value of understanding to which Seller or any of the benefits will be calculated on the basis of Seller Subsidiaries is a party or by which any of the transactions contemplated same is bound which limits the freedom of Seller or any of the Seller Subsidiaries to compete in any line of business or with any person, or that involve any restriction of the geographic area in which, or method by this Agreementwhich, it or any of its subsidiaries may carry on its business (other than as may be required by law or 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 or by the OTS, the FDIC or any other regulatory agency, (vii) that relates 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 incurrence 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 indebtedness profits, losses, costs or liabilities by Home it or any of its the Seller Subsidiaries with any other person or (ix) any other than agreement, arrangement or understanding to which Seller or any of the Seller Subsidiaries is a party and which is material to the business, operations, assets or financial condition of Seller and the Seller Subsidiaries taken as a whole (excluding loan agreements or agreements relating to deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchaseaccounts), in each case incurred of the foregoing cases whether written or oral. (b) Neither Seller nor any of the Seller Subsidiaries is in default or in non-compliance, which default or non-compliance would have a material adverse effect on the 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 assets, business or operations may be bound or affected, whether entered into in the ordinary course of business consistent with past practice) including any sale or otherwise and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer whether written or similar right with respect to any assets, rights or properties of Home or its Subsidiaries, (ix) that involves the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicableoral, and in full force and effect, (ii) Home and each of its Subsidiaries there has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no not occurred any event or condition exists which constitutes or, after notice or that with the lapse of time or the giving of notice, or both, will constitute, would constitute such a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreementnon-compliance.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a3.13(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment of fees, compensation or benefits to any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, shareholder 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 Cascade, Home, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or service provider thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ivii) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of limits (or purports to limit) in any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict material respect the ability of the Surviving Company or any of its affiliates (or, following the Closing, the Surviving Corporation or its affiliates) to engage or compete in any line of business (including (a) any exclusivity or exclusive dealing provisions with such an effect or (b) any geographic restrictions and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticepreferential arrangements), (viii) with or to a labor union or guild (including any collective bargaining agreement), (viiv) other than extensions of credit (including any Home Benefit Plan) pursuant to all of which any extensions of the benefits thereunder will be increasedcredit have been made in compliance with Company Bank’s credit policy manual and all applicable laws, statutes, rules or the vesting of the benefits will be acceleratedregulations), other banking products offered by the occurrence Company and its Subsidiaries or derivatives, which creates future payment obligations to or from the Company or its Subsidiaries in excess of the execution $100,000 annually, and delivery that by its terms does not terminate or is not terminable without penalty upon notice of this Agreement, shareholder approval of this Agreement sixty (60) days or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreementless, (vii) that relates to the incurrence of indebtedness by Home or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viiiv) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Home the Company or its Subsidiaries, taken as a whole, (vi) for any joint venture, partnership or similar agreement material to the Company or its Subsidiaries, (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 involves relates to any real property leased, subleased, licensed or occupied by the payment by Home Company or any of its Subsidiaries of more than fifty thousand dollars ($50,000) per annum as lessee, sublessee, licensee or two hundred thousand dollars ($200,000) in occupant and provides for annual payments by the aggregate (other than any such contracts which are terminable by Home Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition in excess of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider100,000. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a3.13(a) (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To In each case, except as, either individually or in the knowledge of Homeaggregate, would not have a Material Adverse Effect on the Company, (i) each Home Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home the Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) each third-party counterparty to each Home Company Contract has performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which Home or hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the payment employment of fees, compensation or benefits to any directors, officers officers, employees, independent contractors or employeesconsultants other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder approval adoption 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 CascadeParent, Homethe Company, the Surviving CompanyCorporation, or any of their respective Subsidiaries to any director, officer, officer or employee or service provider 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 any line of business by Home the Company or any of its affiliates or upon consummation of the Merger or the Bank Merger Integrated Mergers will materially restrict the ability of the Surviving Company Corporation or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of noticebusiness, (v) with or to a labor union or guild (including any collective bargaining agreement), (vi) (including any Home Benefit Plan) pursuant to which any of the benefits thereunder of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Home the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle 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 Home the Company or its Subsidiaries, (ix) that involves is a consulting agreement or data processing, software programming or licensing contract involving the payment by Home or any of its Subsidiaries of more than fifty thousand dollars ($50,000) 100,000 per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home 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 obligates Home which includes an indemnification obligation of the Company or any of its Subsidiaries to conduct business with a third party on an exclusive maximum potential liability in excess of $100,000 or preferential basis (other than any such contracts xi) which are terminable involves aggregate payments or receipts by Home 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 required payment or other conditions, other than Subsidiary of the condition Company of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service providermaterial penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) ), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Home 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) To the knowledge of Home, (i) each Home Each Company Contract is valid and binding on Home the Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home 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 has in all material respects performed all material obligations required to be performed by it to date under each Home Company Contract, (iii) . To the Company’s knowledge each third-party counterparty to each Home Company Contract has in all material respects performed all material obligations required to be performed by it to date under such Home Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Home the Company or any of its Subsidiaries under any such Home Company Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.

Certain Contracts. (a) Set Except as set forth in Section 3.14(a) of the Home Company Disclosure Schedule is a trueSchedule, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of neither the date hereof to which Home or Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the payment employment or retention of feesany director, compensation officer, employee or benefits to any directors, officers or employees, consultant; (ii) which, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Cascadethe Buyer, Homethe Company, the Bank, the Surviving Company, Corporation or any of their respective Subsidiaries to any officer, director, officer, consultant or employee or service provider thereof, ; (iii) which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ) to be performed in whole or in part after the date of this Agreement; (iv) which contains is a non-compete consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or client less notice involving the payment of more than $18,000 per annum, in the case of any such agreement with an individual, or customer non-solicit requirement or $24,000 per annum, in the case of any other provision that such agreement; (v) which materially restricts the conduct of any line of business by Home or any of its affiliates or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its affiliates to engage in any line of business and such requirement is not terminable by Home or its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice, (v) with or to a labor union or guild (including any collective bargaining agreement), Subsidiaries; (vi) (including any Home Benefit Planstock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) pursuant to which any of the benefits thereunder 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, 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 which relates to indebtedness owed by the incurrence of indebtedness by Home Company or any of its Subsidiaries Subsidiaries, or the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank of Seattle and securities sold under agreements to repurchase, in each case payables 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 involving intellectual property or relating to the provision of data processing, network communication or other technical services to or by the Company or any right of first refusalits Subsidiaries, right other than agreements entered into in the ordinary course of first offer or similar right business; (ix) with respect to any assetsmortgage, rights pledge, indenture or security agreement or similar arrangement constituting an Encumbrance upon the assets or properties of Home or its Subsidiaries, (ix) that involves the payment by Home Company or any of its Subsidiaries Subsidiaries; (x) for the sale or purchase of more than fifty thousand dollars (personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $50,000) per annum or two hundred thousand dollars ($200,000) in the aggregate (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions10,000, other than in the condition ordinary course of notice), (x) that obligates Home or any of its Subsidiaries to conduct business with a third party on an exclusive or preferential basis (other than any such contracts which are terminable by Home or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) or (xi) that provides for contractual indemnification of more than ten thousand dollars ($10,000) to any director, officer, employee or service provider. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) is referred to herein as a “Home Contract.” (b) To the knowledge of Home, (i) each Home Contract is valid and binding on Home or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Home and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Home Contract, (iii) each third-party counterparty to each Home Contract has performed all material obligations required to be performed by it to date under such Home Contract, and (iv) no event or condition exists which constitutes business; or, after notice or lapse of time or both, will constitute, a material default on the part of Home or any of its Subsidiaries under any such Home Contract. No Home Default will occur under any Home Contract by virtue of the consummation of any of the transactions contemplated by this Agreement.