Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. (a) Except as set forth on Schedule 2.10A, neither Seller nor any Seller Subsid- iary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or com- mitment (A) not made in the ordinary course of busi- ness or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv) any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority); (v) any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any lease with annual rental payments ag- gregating $250,000 or more. (b) Neither Seller nor any Seller Subsidiary is in violation of its charter documents or bylaws or in default un- der any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10Ain Section 5.13 of the First Houston Disclosure Schedule, neither Seller First Houston nor any Seller Subsid- iary of its Subsidiaries is a party or subject to to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied): (a) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any Employees, including in any such person's capacity as a consultant (other than those which either (i) are terminable at will by First Houston or such Subsidiary or (ii) do not involve payments with a present value of more than $10,000 by First Houston or such Subsidiary during the remaining term thereof without giving effect to extensions or renewals of the existing term thereof that may be made at the election or with the consent or concurrence of First Houston); (b) any material agreement, arrangement labor contract or com- mitment agreement with any labor union; (Ac) any contract not made in the ordinary course of busi- ness or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreementusual, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the regular and ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv) any contract containing non-competition covenants which limit the ability of Seller First Houston or any Seller Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, which First Houston or method by which, Seller or any Seller Subsidiary its Subsidiaries may carry on its business (other than as may be required by law or any applicable Regulatory AuthorityAuthorities); (vd) any other contract or agreement for which First Houston or any Subsidiary was or is a "material contract" within required to obtain the meaning approval of Item 601(b)(10) of Regulation S-K promulgated by any Regulatory Authority prior to becoming bound or consummating the SEC; ortransactions contemplated thereby; (vie) any real property lease with annual rental payments ag- gregating aggregating $250,000 5,000 or more.; (bf) Neither Seller nor any Seller Subsidiary is in violation contract requiring the payment of its charter documents any penalty, termination or bylaws other additional amounts as "change of control" payments or in default un- der any material agreement, commitment, arrangement, lease, insurance policyotherwise as a result of transactions contemplated by this Agreement, or other instrument, whether entered into in providing for the ordinary course vesting or accrual of business benefits or rights upon a "change of control" or otherwise and whether writ- ten or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a wholeresult of the transactions contemplated by this Agreement; (g) any agreement with respect to (i) the acquisition of any bank branches or other assets or stock of another financial institution or any other Person or (ii) the sale of one or more bank (h) any outstanding interest rate exchange or other derivative contracts.

Commitments and Contracts. (a) Except as set forth on in Schedule 2.10A3.16(a), neither Seller UpState nor any Seller Subsid- iary of the UpState Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreementemployment, arrangement severance or com- mitment consulting contract or understanding (Aincluding any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) not made with any present or former officer, director or employee, including in the ordinary course any such person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of busi- ness or (B) pursuant to which Seller such termination by UpState or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarythe UpState Subsidiaries); (ii) any agreement, indenture labor contract or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or agreement with any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)labor union; (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv) any contract containing covenants which limit the ability of Seller UpState or any Seller Subsidiary of the UpState Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which UpState or any Seller Subsidiary of the UpState Subsidiaries may carry on its business businesses (other than as may be required by law or any applicable Regulatory Authorityregulatory authorities); (iv) any agreement which by its terms limits the payment of dividends by UpState or any of the UpState Subsidiaries; (v) any lease or other agreements or contracts with annual payments aggregating $50,000 or more; (vi) any instrument evidencing or related to borrowed money (other than as lender, deposits, FHLB of New York advances or securities sold under agreement to repurchase) or that contain financial covenants or other restrictions (other than those relating to the payment of principal and interest when due); (vii) any contract not terminable without cause within 60 days’ notice or less without penalty or that obligates UpState for the payment of $50,000 annually over its remaining term; (viii) any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of UpState or any of the UpState Subsidiaries, taken as a whole; and (ix) any other contract or agreement which is a "material contract" within would be required to be disclosed in reports filed (or that would be filed if UpState were subject to such requirements) by UpState with the meaning Securities and Exchange Commission (“SEC”), the State of Item 601(b)(10New York Banking Department (“NY Banking Department”) or the Federal Deposit Insurance Corporation (“FDIC”) or the Board of Regulation S-K promulgated by Governors of the SEC; or Federal Reserve System (vi“FRB”). Collectively, those contracts or agreements listed on Schedule 3.16(a) any lease with annual rental payments ag- gregating $250,000 are referred to herein as the “Contracts”. True and correct copies of Contracts have been provided to Xxxxxxx on or morebefore the date hereof, as listed in the respective disclosure schedules and are in full force and effect on the date hereof. (b) Neither Seller nor Except as set forth on Schedule 3.16(b), there is not, under any Seller Subsidiary Contract to which UpState or any of the UpState Subsidiaries is in violation a party, any existing default or event of its charter documents or bylaws or in default un- der any material agreement, commitment, arrangement, lease, insurance policydefault, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten or oral, and there has not occurred any event that, which with the notice or lapse of time or giving of notice time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which UpState or any of the UpState Subsidiaries is a defaultparty. (e) Other than the UpState Voting Agreement, except, in all cases, where such default would not have a material adverse effect on the Condition there are no voting agreements or voting trusts among shareholders of Seller and its Subsidiaries, taken as a wholeUpState relating to their ownership of UpState Common Stock.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10A, neither Seller nor any Seller Subsid- iary Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or com- mitment commitment (A) not made in the ordinary course of busi- ness business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instru- ment instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds or similar borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zationorganization; (iv) any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority); (v) any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SECSEC and which is not listed in Seller's SEC Reports; or (vi) any lease with annual rental payments ag- gregating aggregating $250,000 500,000 or more. (b) Neither Seller nor any Seller Subsidiary is in violation of its charter documents or bylaws or in default un- der under any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10A, neither Seller Firstbank nor any Seller Subsid- iary Firstbank Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or com- mitment commitment (A) not made in the ordinary course of busi- ness business or (B) pursuant to which Seller Firstbank or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Firstbank Subsidiary; (ii) any agreement, indenture or other instru- ment instrument not disclosed in the Seller Firstbank Financial Statements relating to the borrowing of money by Seller Firstbank or any Seller Firstbank Subsidiary or the guarantee by Seller Firstbank or any Seller Firstbank Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Firstbank Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zationorganization relating to employees of Firstbank or any Firstbank Subsidiaries; (iv) any contract containing covenants which limit the ability of Seller Firstbank or any Seller Firstbank Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller Firstbank or any Seller Firstbank Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority)) and which are not material or reasonably expected to be material to the Condition of Firstbank and the Firstbank Subsidiaries, taken as a whole; (v) any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any lease with annual rental payments ag- gregating aggregating $250,000 or more. (b) Neither Seller Firstbank nor any Seller Firstbank Subsidiary is in violation of its charter documents or bylaws or in default un- der under any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have and could not reasonably be expected to have a material adverse effect on the Condition of Seller Firstbank and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10AThe Company has Previously Disclosed or provided to the Investor true, neither Seller nor correct and complete copies of each of the following to which the Company or any Seller Subsid- iary Company Subsidiary is a party or subject to any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i1) any material agreementemployment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or such Company Subsidiary); (2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or com- mitment former officer, director, employee or consultant; (A3) not made any material labor contract or agreement with any labor union; (4) any material ceded reinsurance agreement applicable to insurance in force written by any Company Subsidiary, and any reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary has existing rights, obligations or liabilities, other than those entered into in the ordinary course of busi- ness or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarybusiness; (ii5) any material reinsurance, excess of loss, quota share or “stop loss” agreement, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions those entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)consistent with past practice; (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv6) any contract containing covenants which that limit the ability of Seller the Company or any Seller Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by whichwhich or with whom, Seller the Company or any Seller Company Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authorityregulatory authorities); (v7) any other contract or agreement which is a "“material contract" ” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; orK; (vi8) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (9) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (10) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $10,000,000, except for those issued in the ordinary course of the Company’s insurance or asset management business; (11) any real property lease and any other lease with annual rental payments ag- gregating aggregating $250,000 10,000,000 or more.; and (b12) Neither Seller nor any Seller Subsidiary is in violation of its charter documents or bylaws or in default un- der any material agreement, commitmentcontract or understanding with any current or former director, arrangementofficer, leaseemployee, insurance policyconsultant, financial adviser, broker, dealer, or other instrumentagent providing for any rights of indemnification in favor of such person or entity, whether except for those entered into in the ordinary course of business or otherwise business. Except as Previously Disclosed: (1) each of the Company Significant Agreements is valid and whether writ- ten or oralbinding on the Company and the Company Subsidiaries, as applicable, and there in full force and effect, (2) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; (3) neither the Company nor any of the Company Subsidiaries knows of, or has not occurred received notice of, any event that, material violation or default (or any condition which with the lapse passage of time or the giving of notice or both, would constitute cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, exceptas of the date of the Original Agreement, in all casesthere are no material transactions, where such default would not have a or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material adverse effect transactions, or series of related transactions, between the Company or any Company Subsidiaries, on the Condition one hand, and the Company, any current or former director or executive officer of Seller and its the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), taken as a wholeon the other hand. There are no off-balance sheet liabilities to any Affiliates, except for insurance policies issued in the ordinary course of business consistent with past practice.

Commitments and Contracts. (a) Except as set forth on in Schedule 2.10A3.16(a), neither Seller nor any of the Seller Subsid- iary Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) Any employment, severance or consulting contract or understanding (including any material agreementunderstandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, arrangement director or com- mitment employee, including in any such person’s capacity as a consultant (A) not made in the ordinary course other than those which either are terminable at will without any further amount being payable thereunder or as a result of busi- ness or (B) pursuant to which such termination by Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any the Seller SubsidiarySubsidiaries); (ii) Any labor contract or agreement with any agreement, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)labor union; (iii) any contract, agreement or understanding Any contract with any labor union or collective bargaining organi- zation; (iv) any contract containing covenants which that limit the ability of Seller or any of the Seller Subsidiary Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, which Seller or any of the Seller Subsidiary Subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) Any contract that (1) contains a non-compete or client or customer non-solicit requirement or any applicable Regulatory Authorityother provision that restricts the conduct of, or the manner of conducting, any line of business of the Seller or any of the Seller Subsidiaries (or, following the consummation of the transactions contemplated hereby, Buyer or any of the Buyer Subsidiaries), (2) obligates Seller or any of the Seller Subsidiaries or its Affiliates (or, following the consummation of the transactions contemplated hereby, Buyer or any of the Buyer Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or (3) requires referrals of business or requires Seller or any of the Seller Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis; (v) Any agreement which by its terms limits the payment of dividends by Seller or any of the Seller Subsidiaries; (vi) Any lease, license or other agreements or contracts with annual payments aggregating $25,000 or more; (vii) Any instrument evidencing or related to borrowed money (other than as lender, deposits, Federal Home Loan Bank advances or securities sold under agreement to repurchase) or that contains financial covenants or other restrictions on Seller or Seller Bank (other than those relating to the payment of principal and interest when due); (viii) Any contract not terminable without cause within 60 days’ notice or less without penalty or that obligates Seller for the payment of $25,000 or more annually; (ix) Any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of Seller or any of the Seller Subsidiaries, taken as a whole; and (x) Any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated required to be disclosed in reports filed by Seller or any Seller Subsidiary with the SEC; or , the Federal Reserve, the Office of the Comptroller of the Currency (vi“OCC”) any lease with annual rental payments ag- gregating $250,000 or morethe FDIC. Collectively, those contracts or agreements listed on Schedule 3.16(a) are referred to herein as the “Contracts”. True and correct copies of Contracts have been provided to Buyer on or before the date hereof, as listed in the respective disclosure schedules and are in full force and effect on the date hereof. (b) Neither Seller nor any of the Seller Subsidiary Subsidiaries is in violation of its charter documents or bylaws or in default un- der any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise under (and whether writ- ten or oral, and there no event has not occurred any event thatwhich, with the due notice or lapse of time or giving of notice or both, would constitute a default under) or is in violation of any provision of any Contract and, to the Knowledge of Seller, no other party to any such agreement (excluding any loan or extension of credit made by Seller or any of the Seller Subsidiaries) is in default in any respect thereunder. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which Seller or any of the Seller Subsidiaries is a defaultparty. (e) To the Knowledge of Seller, except, in all cases, where such default would not have a material adverse effect on the Condition there are no voting agreements or voting trusts among shareholders of Seller and its Subsidiaries, taken as a wholerelating to their ownership of Seller Common Stock.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10Ain Section 5.13 of the Bank Disclosure Schedule, neither Seller the Bank nor any Seller Subsid- iary of its Subsidiaries is a party or subject to to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied): (a) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any Employee, including in any such person’s capacity as a consultant (other than those which either (i) are terminable at will by the Bank or such Subsidiary without requiring any material agreement, arrangement payment by the Bank or com- mitment (Aii) do not involve payments with a present value of more than $10,000 individually or $50,000 in the aggregate by the Bank or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Bank; (b) any labor contract or agreement with any labor union; (c) any contract not made in the ordinary course of busi- ness or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreementusual, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the regular and ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv) any contract containing non-competition covenants which limit the ability of Seller the Bank or any Seller Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which the Bank or any Seller Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or any applicable Regulatory AuthorityAuthorities); (vd) any other contract or agreement for which the Bank or any Subsidiary was or is required to obtain the Approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (e) any lease, sublease, license, contract and agreement which obligates or may obligate the Bank or any Subsidiary for an amount in excess of $5,000 annually or which have a "material contract" within current term of one year or longer; provided, however, that the meaning of Item 601(b)(10foregoing shall not include (i) of Regulation S-K promulgated loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the SECBank and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Bank, without penalty, upon 30 days’ or less prior written notice; (f) any contract requiring the payment of any penalty, termination or other additional amounts as “change of control” payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a “change of control” or otherwise as a result of the transactions contemplated by this Agreement; (g) any agreement with respect to (i) the acquisition of any bank, bank branch or other assets or stock of another financial institution or any other Person or (ii) the sale of one or more bank branches; (h) any outstanding interest rate exchange or other derivative contracts; or (vii) any lease buy back, recourse or guaranty obligation with annual rental payments ag- gregating $250,000 respect to participation loans sold by the Bank or more. (b) Neither Seller nor any Seller Subsidiary is in violation which create contingent or direct liabilities of the Bank or any of its charter documents or bylaws or in default un- der any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10AThe Company has Previously Disclosed or provided to the Investor true, neither Seller nor correct and complete copies of each of the following to which the Company or any Seller Subsid- iary Company Subsidiary is a party or subject to any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i1) any material agreementemployment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or such Company Subsidiary); (2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or com- mitment former officer, director, employee or consultant; (A3) not made any material labor contract or agreement with any labor union; (4) any material ceded reinsurance agreement applicable to insurance in force written by any Company Subsidiary, and any reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Subsidiary is a party or under which the Company or any Company Subsidiary has existing rights, obligations or liabilities, other than those entered into in the ordinary course of busi- ness or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarybusiness; (ii5) any material reinsurance, excess of loss, quota share or “stop loss” agreement, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions those entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)consistent with past practice; (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv6) any contract containing covenants which that limit the ability of Seller the Company or any Seller Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by whichwhich or with whom, Seller the Company or any Seller Company Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authorityregulatory authorities); (v7) any other contract or agreement which is a "“material contract" ” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; orK; (vi8) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (9) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (10) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $10,000,000, except for those issued in the ordinary course of the Company’s insurance or asset management business; (11) any real property lease and any other lease with annual rental payments ag- gregating aggregating $250,000 10,000,000 or more.; and (b12) Neither Seller nor any Seller Subsidiary is in violation of its charter documents or bylaws or in default un- der any material agreement, commitmentcontract or understanding with any current or former director, arrangementofficer, leaseemployee, insurance policyconsultant, financial adviser, broker, dealer, or other instrumentagent providing for any rights of indemnification in favor of such person or entity, whether except for those entered into in the ordinary course of business or otherwise business. Except as Previously Disclosed: (1) each of the Company Significant Agreements is valid and whether writ- ten or oralbinding on the Company and the Company Subsidiaries, as applicable, and there in full force and effect, (2) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; (3) neither the Company nor any of the Company Subsidiaries knows of, or has not occurred received notice of, any event that, material violation or default (or any condition which with the lapse passage of time or the giving of notice or both, would constitute cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, exceptas of the date hereof, in all casesthere are no material transactions, where such default would not have a or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material adverse effect transactions, or series of related transactions, between the Company or any Company Subsidiaries, on the Condition one hand, and the Company, any current or former director or executive officer of Seller and its the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), taken as a wholeon the other hand. There are no off-balance sheet liabilities to any Affiliates, except for insurance policies issued in the ordinary course of business consistent with past practice.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10A, neither Seller nor any Seller Subsid- iary Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) ): any material agreement, arrangement or com- mitment commitment (A) not made in the ordinary course of busi- ness business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) ; any agreement, indenture or other instru- ment instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds or similar borrowings); (iii) ; any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv) organization; any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority); (v) ; any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC and which is not listed in the Seller Reports filed with the SEC; or (vi) or any lease with annual rental payments ag- gregating aggregating $250,000 500,000 or more. (b) . Neither Seller nor any Seller Subsidiary is in violation of its charter documents or bylaws or in default un- der under any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10A, neither Seller Firstbank nor any Seller Subsid- iary Firstbank Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or com- mitment commitment (A) not made in the ordinary course of busi- ness business or (B) pursuant to which Seller Firstbank or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Firstbank Subsidiary; (ii) any agreement, indenture or other instru- ment instrument not disclosed in the Seller Firstbank Financial Statements relating to the borrowing of money by Seller Firstbank or any Seller Firstbank Subsidiary or the guarantee by Seller Firstbank or any Seller Firstbank Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Firstbank Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zationorganization relating to employees of Firstbank or any Firstbank Subsidiaries; (iv) any contract containing covenants which limit the ability of Seller Firstbank or any Seller Firstbank Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller Firstbank or any Seller Firstbank Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority)) and which are not material or reasonably expected to be material to the Condition of Firstbank and the Firstbank Subsidiaries, taken as a whole; (v) any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any lease with annual rental payments ag- gregating aggregating $250,000 or more. (b) Neither Seller Firstbank nor any Seller Firstbank Subsidiary is in violation of its charter documents or bylaws or in default un- der under any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have and could not reasonably be expected to have a material adverse effect on the Condition of Seller Firstbank and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10Ain SECTION 5.13 OF THE CSB DISCLOSURE SCHEDULE, neither Seller CSB nor any Seller Subsid- iary of its Subsidiaries, nor any of their respective assets, business or operations, is a party or subject to to, or is bound or affected by, or receives benefits under, any of the following (whether written or oral, express or implied) (any of such agreements hereinafter referred to as a "CSB Contract"): (ia) any material agreementemployment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any Employees, arrangement including in any such person's capacity as a consultant; (b) any labor contract or com- mitment agreement with any labor union; (Ac) any contract not made in the ordinary course of busi- ness or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreementusual, indenture or other instru- ment not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the regular and ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zation; (iv) any contract containing non-competition covenants which limit the ability of Seller CSB or any Seller Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, which CSB or method by which, Seller or any Seller Subsidiary its Subsidiaries may carry on its business (other than as may be required by law or any applicable Regulatory AuthorityAuthorities); (vd) any other contract or agreement which is material to the Condition of CSB or involves money or other property with a "material contract" within the meaning value in excess of Item 601(b)(10) of Regulation S-K promulgated by the SEC; or$25,000; (vie) any real property lease with annual rental payments ag- gregating aggregating $250,000 1,000 or more.; (bf) Neither Seller nor any Seller Subsidiary is in violation employment or other contract requiring the payment of additional amounts as "change of control" payments as a result of transactions contemplated by this Agreement; (g) any agreement with respect to (i) the acquisition of the assets or stock of another financial institution or (ii) the sale of one or more bank branches; (h) any agreement relating to the borrowing of money by CSB or any of its charter documents Subsidiaries or bylaws the guarantee by any of them of any such obligation (other than agreements evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and any Federal Reserve Bank advances, trade payables and agreements relating to borrowing or in default un- der advances from the Federal Home Loan Bank); or (i) any material agreementagreement or arrangement which involves hedging, commitment, arrangement, lease, insurance policy, options or any similar trading activity or interest rate exchanges or swaps or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a wholederivative contracts.

Commitments and Contracts. (a) Except as set forth on Schedule 2.10A, neither Seller nor any Seller Subsid- iary Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or com- mitment commitment (A) not made in the ordinary course of busi- ness business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instru- ment instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organi- zationorganization; (iv) any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority); (v) any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (vi) any lease with annual rental payments ag- gregating aggregating $250,000 or more. (b) Neither Seller nor any Seller Subsidiary is in violation of its charter documents or bylaws or in default un- der under any material agreement, commitment, arrangement, lease, insurance policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether writ- ten written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a material adverse effect on the Condition of Seller and its Subsidiaries, taken as a whole.