Common use of Contracts; Certain Changes Clause in Contracts

Contracts; Certain Changes. (a) Except as disclosed in the BYBK SEC Reports or as described in BYBK Disclosure Schedule 3.8(a), BYBK Disclosure Schedule 3.11, BYBK Disclosure Schedule 3.13(a), or BYBK Disclosure Schedule 3.15(a), neither BYBK nor any BYBK Subsidiary is a party to or subject to: (i) Any employment, consulting, severance, “change-in-control,” indemnification, retirement or termination Contract with or for any officer, director, employee, independent contractor, agent or other Person; (ii) Any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing, or similar arrangements for or with any officer, director, employee, independent contractor, agent, or other Person; (iii) Except as provided in the BYBK Governing Documents, any Contract that provides for the indemnification of any of its present or former directors, officers or employees, or other persons who serve or served as a director, officer or employee of another corporation, partnership or other enterprise at the request of BYBK and, to the Knowledge of BYBK, there are no claims for which any such person would be entitled to indemnification under BYBK Governing Documents, under any applicable Law or under any indemnification agreement; (iv) Any collective bargaining agreement with any labor union relating to its employees; (v) Any Contract that by its terms limits its payment of dividends; (vi) Any material instrument (A) evidencing or relating to indebtedness for borrowed money, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which it is an obligor to any Person, other than deposits, FHLB advances, repurchase agreements, bankers’ acceptances and “treasury tax and loan” accounts established in the Ordinary Course and transactions in “federal funds,” or (B) that contains financial covenants or other restrictions, other than those relating to the payment of principal and interest when due, that would be applicable on or after the Effective Time; (vii) Any Contract, other than this Agreement, that restricts or prohibits it from engaging in any type of business permissible under applicable Law; (viii) Any Contract that provides for payments or benefits in certain circumstances that, together with other payments or benefits payable to any participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the IRC; (ix) Any Contract involving Intellectual Property (other than Contracts entered into in the Ordinary Course with customers and off-the-shelf, “shrink wrap” or force placed software licenses); (x) Any lease for real property; (xi) Any Contract with any broker-dealer or investment adviser; (xii) Any investment advisory Contract with any investment company registered under the Investment Company Act of 1940; (xiii) Any Contract with, or membership in, any local clearing house or self-regulatory organization; (xiv) any Contract (other than this Agreement) that restricts or limits in any material way the conduct of its business (it being understood that any non-compete, non-solicitation or similar provision shall be deemed material); (xv) any Contract that grants any “most favored nation” right, right of first refusal, right of first offer or similar right with respect to any of its material assets, rights or properties; (xvi) Any Contract in which it has liability or would incur a termination fee of over $100,000; or (xvii) Any Contract not disclosed pursuant to the other items of this paragraph (a) that would constitute a “material contract” as defined in Item 601(b)(10) of Regulation S-K of the SEC. (b) True and correct copies of the Contracts listed in BYBK Disclosure Schedule 3.8(a), BYBK Disclosure Schedule 3.11, BYBK Disclosure Schedule 3.13(a), and BYBK Disclosure Schedule 3.15(a) have been made available to OLB on or before the date hereof and are in full force and effect on the date hereof. None of the BYBK Companies nor, to the Knowledge of BYBK, any other party to any such Contracts, has breached any provision of, or is in default under any term of, any such Contracts and no party to any such Contracts will have the right to terminate any or all of the provisions thereof as a result of the Contemplated Transactions, except where such breach, default or termination is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (c) Except as described in BYBK Disclosure Schedule 3.8(c), since December 31, 2016, through and including the date of this Agreement, none of the BYBK Companies has (i) made any material change in its credit policies or procedures, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition, other than loans, loan commitments and the disposition of REO in the Ordinary Course, (iii) entered into any lease of real or personal property requiring annual payments in excess of $100,000, other than in connection with foreclosed property or in the Ordinary Course, or (iv) changed any accounting methods, principles or practices affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy. (d) Except as disclosed on BYBK Disclosure Schedule 3.8(d), neither BYBK nor any of the BYBK Subsidiaries has issued, or is obligated under, any letter of credit that is not fully secured.

Contracts; Certain Changes. (a) Except as disclosed in the BYBK SEC Reports or as described in BYBK RBI Disclosure Schedule 3.8(a), BYBK Disclosure Schedule 3.11, BYBK Disclosure Schedule 3.13(a), or BYBK Disclosure Schedule 3.15(a), neither BYBK RBI nor any BYBK RBI Subsidiary is a party to or subject to: (i) Any employment, consulting, severance, “change-in-control,” indemnification, retirement or termination Contract contract or arrangement with or for any officer, director, employee, independent contractor, agent agent, or other Personperson, other than consulting contracts or arrangements with independent contractors, agents or other persons, which consulting agreements or arrangements can be terminated on 30 days or less notice without liability to RBI or any RBI Subsidiary following termination and require annual payments of less than $10,000; (ii) Any Contract plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing, or similar arrangements for or with any officer, director, employee, independent contractor, agent, or other Personperson; (iii) Except as provided in the BYBK Governing Documentsarticles of incorporation or bylaws of RBI and the similar organizational documents of any RBI Subsidiary, any Contract agreement that provides for the indemnification of any of its present or former directors, officers or employees, or other persons who serve or served as a director, officer or employee of another corporation, partnership or other enterprise at the request of BYBK RBI and, to the Knowledge of BYBKRBI, there are no claims for which any such person would be entitled to indemnification under BYBK Governing Documentsthe articles of incorporation or bylaws of RBI or the similar organizational documents of any RBI Subsidiary, under any applicable Law or under any indemnification agreement; (iv) Any collective bargaining agreement with any labor union relating to its employeesemployees of RBI or any RBI Subsidiary; (v) Any Contract agreement that by its terms limits its the payment of dividendsdividends by RBI or any RBI Subsidiary; (vi) Any Except in the ordinary course of business, any material instrument (A) evidencing or relating related to indebtedness for borrowed money, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which it RBI or any RBI Subsidiary is an obligor to any Personperson, other than deposits, FHLB advances, repurchase agreements, bankers’ acceptances and “treasury tax and loan” accounts established in the Ordinary Course ordinary course of business, instruments relating to transactions entered into in the customary course of the banking business of Regal, and transactions in “federal funds,” or (B) that contains financial covenants or other restrictions, other than those relating to the payment of principal and interest when due, that which would be applicable on or after the Effective Time; (vii) Any Contractcontract, other than this Agreement, that restricts or prohibits it RBI or any RBI Subsidiary from engaging in any type of business permissible under applicable Law; (viii) Any Contract contract, plan or arrangement that provides for payments or benefits in certain circumstances that, together with other payments or benefits payable to any participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the IRC; (ix) Any Contract contract involving Intellectual Property (other than Contracts contracts entered into in the Ordinary Course ordinary course with customers and off-the-shelf, “shrink wrap” or force placed software licenses); (x) Any Except in the ordinary course of business, any lease for real property; (xi) Any Contract contract or arrangement with any broker-dealer or investment adviser; (xii) Any investment advisory Contract contract with any investment company registered under the Investment Company Act of 1940; (xiii) Any Contract contract or arrangement with, or membership in, any local clearing house or self-regulatory organization;; or (xiv) any Contract (other than this Agreement) that restricts or limits in any material way the conduct of its business (it being understood that any non-compete, non-solicitation or similar provision shall be deemed material); (xv) any Contract that grants any “most favored nation” right, right of first refusal, right of first offer or similar right with respect to any of its material assets, rights or properties; (xvi) Any Contract contract in which it RBI or any RBI Subsidiary has liability or would incur a contract termination fee of over $100,000; or (xvii) Any Contract not disclosed pursuant to the other items of this paragraph (a) that would constitute a “material contract” as defined in Item 601(b)(10) of Regulation S-K of the SEC50,000. (b) True and correct copies of the Contracts contracts, plans, arrangements and instruments listed in BYBK RBI Disclosure Schedule 3.8(a), BYBK Disclosure Schedule 3.11, BYBK Disclosure Schedule 3.13(a), and BYBK Disclosure Schedule or 3.15(a) have been made available to OLB on or before the date hereof and are in full force and effect on the date hereof. None of the BYBK Companies Neither RBI, any RBI Subsidiary nor, to the Knowledge of BYBKRBI, any other party to any such Contractscontract, plan, arrangement or instrument, has breached any provision of, or is in default under any term of, any such Contracts contract, plan, arrangement or instrument and no party to any such Contracts contract, plan, arrangement or instrument will have the right to terminate any or all of the provisions thereof as a result of the Contemplated Transactions, except where such breach, default or termination is not reasonably likely to have, individually or in the aggregate, a Material Adverse EffectEffect on RBI. (c) Except as described in BYBK RBI Disclosure Schedule 3.8(c), since December 31, 20162014, through and including the date of this Agreement, none of the BYBK Companies neither RBI nor any RBI Subsidiary has (i) made any material change in its the credit policies or proceduresprocedures of RBI or any RBI Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition, other than loans, loan commitments and the disposition of REO in the Ordinary Courseordinary course of business consistent with past practice, (iii) entered into any lease of real or personal property requiring annual payments in excess of $100,00050,000, other than in connection with foreclosed property or in the Ordinary Courseordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of RBI or any RBI Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy. (d) Except as disclosed on BYBK Disclosure Schedule 3.8(d), neither BYBK nor any of the BYBK Subsidiaries has issued, or is obligated under, any letter of credit that is not fully secured.

Contracts; Certain Changes. (a) Except as disclosed in the BYBK SEC Reports or as described in BYBK PBI Disclosure Schedule 3.8(a), BYBK Disclosure Schedule 3.11, BYBK Disclosure Schedule 3.13(a), or BYBK Disclosure Schedule 3.15(a), neither BYBK PBI nor any BYBK PBI Subsidiary is a party to or subject to: (i) Any employment, consulting, severance, “change-in-control,” indemnification, retirement or termination Contract contract or arrangement with or for any officer, director, employee, independent contractor, agent agent, or other Personperson; (ii) Any Contract plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing, or similar arrangements for or with any officer, director, employee, independent contractor, agent, or other Personperson; (iii) Except as provided in the BYBK Governing Documentsarticles of incorporation or bylaws of PBI and the similar organizational documents of any PBI Subsidiary, any Contract agreement that provides for the indemnification of any of its present or former directors, officers or employees, or other persons who serve or served as a director, officer or employee of another corporation, partnership or other enterprise at the request of BYBK PBI and, to the Knowledge of BYBKPBI, there are no claims for which any such person would be entitled to indemnification under BYBK Governing Documentsthe articles of incorporation or bylaws of PBI or the similar organizational documents of any PBI Subsidiary, under any applicable Law law or regulation or under any indemnification agreement; (iv) Any collective bargaining agreement with any labor union relating to its employeesemployees of PBI or any PBI Subsidiary; (v) Any Contract agreement that by its terms limits its the payment of dividendsdividends by PBI or any PBI Subsidiary; (vi) Any Except in the ordinary course of business, any material instrument (A) evidencing or relating related to indebtedness for borrowed money, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which it PBI or any PBI Subsidiary is an obligor to any Personperson, other than deposits, FHLB advances, repurchase agreements, bankers’ acceptances and “treasury tax and loan” accounts established in the Ordinary Course ordinary course of business, instruments relating to transactions entered into in the customary course of the banking business of PBank, and transactions in “federal funds,” or (B) that contains financial covenants or other restrictions, other than those relating to the payment of principal and interest when due, that which would be applicable on or after the Effective Time; (vii) Any Contractcontract, other than this Agreement, that restricts or prohibits it PBI or any PBI Subsidiary from engaging in any type of business permissible under applicable Law; (viii) Any Contract contract, plan or arrangement that provides for payments or benefits in certain circumstances that, together with other payments or benefits payable to any participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the IRC; (ix) Any Contract contract involving Intellectual Property (other than Contracts contracts entered into in the Ordinary Course ordinary course with customers and off-the-shelf, “shrink wrap” or force placed software licenses); (x) Any Except in the ordinary course of business, any lease for real property; (xi) Any Contract contract or arrangement with any broker-dealer or investment adviser; (xii) Any investment advisory Contract contract with any investment company registered under the Investment Company Act of 1940; (xiii) Any Contract contract or arrangement with, or membership in, any local clearing house or self-regulatory organization;; or (xiv) any Contract (other than this Agreement) that restricts or limits in any material way the conduct of its business (it being understood that any non-compete, non-solicitation or similar provision shall be deemed material); (xv) any Contract that grants any “most favored nation” right, right of first refusal, right of first offer or similar right with respect to any of its material assets, rights or properties; (xvi) Any Contract contract in which it PBI or any PBI Subsidiary has liability or would incur a contract termination fee of over $100,000; or (xvii) Any Contract not disclosed pursuant to the other items of this paragraph (a) that would constitute a “material contract” as defined in Item 601(b)(10) of Regulation S-K of the SEC50,000. (b) True and correct copies of the Contracts contracts, plans, arrangements and instruments listed in BYBK PBI Disclosure Schedule 3.8(a), BYBK Disclosure Schedule 3.11, BYBK Disclosure Schedule 3.13(a), and BYBK Disclosure Schedule or 3.15(a) have been made available to OLB HBI on or before the date hereof and are in full force and effect on the date hereof. None of the BYBK Companies Neither PBI, any PBI Subsidiary nor, to the Knowledge of BYBKPBI, any other party to any such Contractscontract, plan, arrangement or instrument, has breached any provision of, or is in default under any term of, any such Contracts contract, plan, arrangement or instrument and no party to any such Contracts contract, plan, arrangement or instrument will have the right to terminate any or all of the provisions thereof as a result of the Contemplated Transactions, except where such breach, default or termination is not reasonably likely to have, individually or in the aggregate, a Material Adverse EffectEffect on PBI. (c) Except as described in BYBK Disclosure Schedule 3.8(c)Since June 30, since December 31, 20162014, through and including the date of this Agreement, none of the BYBK Companies neither PBI nor any PBI Subsidiary has (i) made any material change in its the credit policies or proceduresprocedures of PBI or any PBI Subsidiary, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or entered into any contract for any such acquisition or disposition, other than loans, loans and loan commitments and the disposition of REO in the Ordinary Courseordinary course of business consistent with past practice, (iii) entered into any lease of real or personal property requiring annual payments in excess of $100,00050,000, other than in connection with foreclosed property or in the Ordinary Courseordinary course of business consistent with past practice, or (iv) changed any accounting methods, principles or practices of PBI or any PBI Subsidiary affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy. (d) Except as disclosed on BYBK Disclosure Schedule 3.8(d), neither BYBK nor any of the BYBK Subsidiaries has issued, or is obligated under, any letter of credit that is not fully secured.