Common use of Confidential Schedule 3 Clause in Contracts

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30, 2019, of all contracts to which HBI or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI or any of its Subsidiaries and involves payments to or by HBI or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to the formation, creation or operation, management or control of any partnership, limited liability company, joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI or any of its Subsidiaries or the potential obligation of HBI or any of its Subsidiaries to repurchase loans; (ix) is material to HBI’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBI, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBI’s or any of its Subsidiaries’ board of directors; (xi) is a data processing/technology contract, software programming or licensing contract; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBI; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30, 2019, listing of all contracts to which HBI Community or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI Community or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI Community or any of its Subsidiaries and involves payments to or by HBI Community or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI Community or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB EQBK or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI Community or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB EQBK and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI Community or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership, limited liability company, partnership or joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI Community or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI Community or any of its Subsidiaries or the potential obligation of HBI Community or any of its Subsidiaries to repurchase loans; (ix) is material to HBICommunity’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBICommunity, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBICommunity’s or any of its Subsidiaries’ board Board of directorsDirectors; (xi) is a data processing/technology contractcontracts, software programming or licensing contract; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBICommunity; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI Community or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30, 2019, listing of all material contracts to which HBI the Company or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI the Company or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI the Company or any of its Subsidiaries and involves payments to or by HBI the Company or any of its Subsidiaries of $50,000 100,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB Parent or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI the Company or any of its Subsidiaries “most favored nation” status or similar rights;rights; (vi) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership, limited liability company, partnership or joint venture or other similar arrangement with any third parties;parties; (vii) relates to indebtedness of HBI the Company or any of its Subsidiaries;Subsidiaries; (viii) provides for potential indemnification payments by HBI the Company or any of its Subsidiaries or Subsidiaries; (ix) the potential obligation of HBI the Company or any of its Subsidiaries to repurchase loans; (ix) is material loans and involves payments to HBI’s and or by the Company or any of its Subsidiaries’ balance sheets Subsidiaries of $100,000 or their financial conditions or results of operations;more during the term thereof; (x) provides any rights to investors in HBIthe Company, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBIthe Company’s or any of its Subsidiaries’ board Board of directors;Directors; (xi) is a data processing/technology contract, software programming or licensing contractcontract and involves payments to or by the Company or any of its Subsidiaries of $25,000 or more during the term thereof; (xii) except for the Voting Agreements, is a voting trust, voting agreement, shareholders’ agreement or similar arrangement relating to a right of first refusal with respect to the purchase, sale or voting of any shares of Company Stock; (xiixiii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement;Agreement; (xiiixiv) limits the payment of dividends by the Bank or any other Subsidiary of HBIthe Company; or (xivxv) was otherwise not entered into in the ordinary course of business or that is material to HBI or any of its Subsidiaries or its financial condition or results of operationsbusiness.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June September 30, 20192017, of all contracts to which HBI KBC or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI KBC or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI KBC or any of its Subsidiaries and involves payments to or by HBI KBC or any of its Subsidiaries of $50,000 10,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI KBC or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB EQBK or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI KBC or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB EQBK and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI KBC or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to the formation, creation or operation, management or control of any partnership, limited liability company, joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI KBC or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI KBC or any of its Subsidiaries or the potential obligation of HBI KBC or any of its Subsidiaries to repurchase loans; (ix) is material to HBIKBC’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBIKBC, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBIKBC’s or any of its Subsidiaries’ board Board of directorsDirectors; (xi) is a data processing/technology contract, software programming or licensing contract, other than for off-the-shelf software; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBIKBC; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI KBC or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30, 20192017, of all contracts to which HBI Cache or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI Cache or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI Cache or any of its Subsidiaries and involves payments to or by HBI Cache or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI Cache or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB EQBK or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI Cache or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB EQBK and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI Cache or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership, limited liability company, partnership or joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI Cache or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI Cache or any of its Subsidiaries or the potential obligation of HBI Cache or any of its Subsidiaries to repurchase loans; (ix) is material to HBICache’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBICache, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBICache’s or any of its Subsidiaries’ board Board of directorsDirectors; (xi) is a data processing/technology contractcontracts, software programming or licensing contract; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBICache; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI Cache or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30October 12, 20192017, of all contracts to which HBI CBI or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI CBI or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI CBI or any of its Subsidiaries and involves payments to or by HBI CBI or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI CBI or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB FFIN or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI CBI or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB FFIN and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI CBI or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to the formation, creation or operation, management or control of any partnership, limited liability company, joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI CBI or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI CBI or any of its Subsidiaries or the potential obligation of HBI CBI or any of its Subsidiaries to repurchase loans; (ix) is material to HBICBI’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBICBI, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBICBI’s or any of its Subsidiaries’ board of directors; (xi) is a data processing/technology contract, software programming or licensing contract; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBICBI; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI CBI or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a14(a) sets forth a complete listing, as of June 30, 2019, the Target Disclosure Schedules lists each of all the following types of contracts to which HBI Target or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) thator by which any of their respective properties or assets is bound: (i) relate any contract that would be required to real property used be filed by HBI Target as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, or any of its Subsidiaries in its operations (disclosed by Target on a Current Report on Form 8-K if Target was required to file such contracts being referred to herein as the “Leases”)reports under applicable Law; (ii) relate in any way to the assets or operations of HBI or any of its Subsidiaries and involves payments to or by HBI or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) contract that limits the ability of HBI Target or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that or, to Target’s Best Knowledge, upon consummation of the Merger will materially restrict the ability of TCB Parent or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (viii) any contract that obligates HBI Target or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI Target or any of its Subsidiaries “most favored nation” status or similar rights; (viiv) relates any contract to the formationwhich any Affiliate, creation officer, director, employee, independent contractor or operation, management consultant of Target is a party or control of any partnership, limited liability company, joint venture or other similar arrangement with any third partiesbeneficiary; (viiv) relates to indebtedness any contract that limits the payment of HBI dividends by Target or any of its Subsidiaries; (vi) any contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (vii) any contract relating to indebtedness of Target of more than $50,000; (viii) any contract that by its terms calls for annual payments or receipt by Target and its Subsidiaries under such contract of more than $100,000; (ix) any contract that provides for potential indemnification payments by HBI Target or any of its Subsidiaries or the potential obligation of HBI Target or any of its Subsidiaries to repurchase loansLoans; (ixx) any contract that is material to HBITarget’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (xxi) any contract that provides any rights to investors in HBITarget, including registration, preemptive or antidilution anti-dilution rights or rights to designate members of or observers to HBITarget’s or any of its Subsidiaries’ board Board of directorsDirectors; (xixii) any contract that is a data processing/technology contract, software programming or licensing contractcontract involving the payment of more than $100,000 per annum; (xiixiii) any contract that requires a consent to, waiver of to or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (xiiixiv) limits the payment of dividends by the Bank Target Benefit Plan, including any contract with any professional employer organization providing employees and services to Target or any other Subsidiary of HBIits Subsidiaries; (xv) any contract in respect of any (i) owned real property or (ii) leased premises with respect to which Target or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (xivxvi) was otherwise any contract not entered into of the type described in clauses (i) through (xv) above and which involved the payments by, or to, Target or any of its Subsidiaries in the fiscal year ended December 31, 2015, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2016, of more than $100,000 (other than pursuant to Loans originated or purchased by Target or any of its Subsidiaries in the ordinary course of business or that consistent with past practice). Each Contract of the type described in clauses (i) through (xvi) is material referred to HBI or any herein as a “Target Contract.” A true and complete copy of its Subsidiaries or its financial condition or results of operationseach Target Contract has been made available to Parent prior to the date hereof.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30, 20192017, of all contracts to which HBI Eastman or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI Eastman or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI Xxxxxxx or any of its Subsidiaries and involves payments to or by HBI Eastman or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI Xxxxxxx or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB EQBK or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI Xxxxxxx or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB EQBK and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI Xxxxxxx or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to the formation, creation or operation, management or control of any partnership, limited liability company, joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI Xxxxxxx or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI Eastman or any of its Subsidiaries or the potential obligation of HBI Xxxxxxx or any of its Subsidiaries to repurchase loans; (ix) is material to HBI’s Xxxxxxx’x and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBIXxxxxxx, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBI’s Xxxxxxx’x or any of its Subsidiaries’ board Board of directorsDirectors; (xi) is a data processing/technology contract, software programming or licensing contract; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBIXxxxxxx; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI Xxxxxxx or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30March 31, 20192024, of all contracts to which HBI KBI or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI KBI or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI KBI or any of its Subsidiaries and involves payments to or by HBI KBI or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI KBI or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB EQBK or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI KBI or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB EQBK and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI KBI or any of its Subsidiaries “most favored nation” status or similar rights;rights; (vi) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership, limited liability company, partnership or joint venture or other similar arrangement with any third parties;parties; (vii) relates to indebtedness for borrowed money of HBI KBI or any of its Subsidiaries;Subsidiaries; (viii) provides for potential indemnification payments by HBI KBI or any of its Subsidiaries (other than indemnification obligations under vendor contracts made in the ordinary course of business and indemnification obligations set forth in the KBI Constituent Documents) or the potential obligation of HBI KBI or any of its Subsidiaries to repurchase loans;loans; (ix) is material to HBI’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBIKBI, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBIKBI’s or any of its Subsidiaries’ board Board of directors;Directors; (xix) is a data processing/technology contractcontracts, software programming or licensing contract;contract; (xiixi) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBI; Agreement; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI or any of its Subsidiaries or its financial condition or results of operations.

Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30August 31, 2019, of all contracts to which HBI TBT or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that: (i) relate to real property used by HBI TBT or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”); (ii) relate in any way to the assets or operations of HBI TBT or any of its Subsidiaries and involves payments to or by HBI TBT or any of its Subsidiaries of $50,000 or more during the term thereof; (iii) contain any right of first refusal or option to purchase in favor of a third party; (iv) limits the ability of HBI TBT or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB FFIN or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage; (v) obligates HBI TBT or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB FFIN and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI TBT or any of its Subsidiaries “most favored nation” status or similar rights; (vi) relates to the formation, creation or operation, management or control of any partnership, limited liability company, joint venture or other similar arrangement with any third parties; (vii) relates to indebtedness of HBI TBT or any of its Subsidiaries; (viii) provides for potential indemnification payments by HBI TBT or any of its Subsidiaries or the potential obligation of HBI TBT or any of its Subsidiaries to repurchase loans; (ix) is material to HBITBT’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations; (x) provides any rights to investors in HBITBT, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBITBT’s or any of its Subsidiaries’ board of directors; (xi) is a data processing/technology contract, software programming or licensing contract; (xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement; (xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBITBT; or (xiv) was otherwise not entered into in the ordinary course of business or that is material to HBI TBT or any of its Subsidiaries or its financial condition or results of operations.