Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) of the MainStreet Disclosure Schedule is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary is a party to, bound by or subject to (each, a “Material Contract” and collectively, “Material Contracts”): (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of MainStreet or a MainStreet Subsidiary to indemnification from MainStreet or a MainStreet Subsidiary, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $20,000 per year and/or has a termination fee, (E) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (F) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of MainStreet or a MainStreet Subsidiary, (G) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which provides for the payment by MainStreet or a MainStreet Subsidiary of payments upon a change in control thereof, (I) which is a lease for any real or material personal property owned or presently used by MainStreet or a MainStreet Subsidiary, (J) which materially restricts the conduct of any business by MainStreet or a MainStreet Subsidiary or limits the freedom of MainStreet or a MainStreet Subsidiary to engage in any line of business in any geographic area (or would so restrict American or American National Bank or any of its affiliates after consummation of the Merger) or which requires exclusive referrals of business or requires MainStreet or a MainStreet Subsidiary to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (K) which is with respect to, or otherwise commits MainStreet or a MainStreet Subsidiary to do, any of the foregoing. (ii) Each Material Contract is valid and binding on MainStreet or the respective MainStreet Subsidiary and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of MainStreet, is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is not, and to the Knowledge of MainStreet, no other party thereto, is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its respective assets, business or operations receives benefits which is reasonably likely to have a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary is currently outstanding.

Material Contracts; Defaults. (i) Set forth Except for this Agreement and as listed in Section 3.3(i)(i5.03(o) of the MainStreet JCB Disclosure Schedule Schedule, it is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and whether written or oral) (collectively, “Material Contracts”): (A) with respect to the employment of any of its directors, officers, employees or consultants), (Bi) which would entitle any present or former director, officer, employee or agent of MainStreet or a MainStreet Subsidiary to indemnification from MainStreet or a MainStreet Subsidiary, (C) which that is a “material contract (as defined in contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K K, (ii) that restricts or limits in any way the conduct of the SECbusiness by it (including without limitation a non-compete or similar provision), (Diii) which that is an a consulting agreement (including or data processing, software programming, consulting and programming or licensing contracts) not contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by it on sixty (60) 60 days or less notice and involving the without any required payment or value other conditions, other than the condition of more than $20,000 per year and/or has a termination feenotice), (Eiv) which that relates to the incurrence of indebtedness by it (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of AtlantaAtlanta or the Federal Reserve Bank of Richmond discount window, and sales of securities subject sold under agreements to repurchase, and trade payables, in each case, case incurred in the ordinary course of businessbusiness consistent with past practice), (Fv) which that grants any person a right of first refusal, right of first offer or similar right with respect to any material propertiesassets, rights, assets rights or businesses properties of MainStreet or a MainStreet Subsidiaryit, (Gvi) which that involves the purchase or sale of assets with a purchase price of $100,000 25,000 or more in any single case or $250,000 50,000 or more in all such cases, cases (other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice), (Hvii) which that involves Intellectual Property, (viii) that provides for the payment by MainStreet or a MainStreet Subsidiary JCB of payments or other benefits upon a change in control thereof, (Iix) which is a lease for that would entitle any real present or material personal property owned former director, officer, employee or presently used by MainStreet or a MainStreet Subsidiary, (J) which materially restricts the conduct agent of any business by MainStreet or a MainStreet Subsidiary or limits the freedom of MainStreet or a MainStreet Subsidiary JCB to engage in any line of business in any geographic area (or would so restrict American or American National Bank or any of its affiliates after consummation of the Merger) or which requires exclusive referrals of business or requires MainStreet or a MainStreet Subsidiary to offer specified products or services to their customers or depositors on a priority or exclusive basis, indemnification from JCB or (Kx) which that is with respect to, or otherwise commits MainStreet or a MainStreet Subsidiary it to do, any of the foregoing. (ii) Each Material Contract . It is valid and binding on MainStreet or the respective MainStreet Subsidiary and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of MainStreet, is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is not, and to the Knowledge of MainStreet, no other party thereto, is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business business, or operations may be bound or affected, or under which it or its respective assets, business business, or operations receives benefits which is reasonably likely to have a Material Adverse Effectreceive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary is currently outstanding.

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) of the MainStreet Disclosure Schedule Except as Previously Disclosed, Folsom Lake Bank is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and collectively, “Material Contracts”): whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of MainStreet or a MainStreet Subsidiary Folsom Lake Bank to indemnification from MainStreet or a MainStreet SubsidiaryFolsom Lake Bank, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice without penalty or other fee and involving the payment or value of more than $20,000 25,000 per year and/or has annum, (D) which is with or to a termination feelabor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of AtlantaFHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of Folsom Lake Bank or the guaranty of the indebtedness of another Person, (F) which grants any person Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of MainStreet or a MainStreet SubsidiaryFolsom Lake Bank, (G) which involves the purchase or sale of assets with a purchase price of $100,000 25,000 or more in any single case or $250,000 50,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $25,000 or more in annual fees, (I) which provides for the payment by MainStreet Folsom Lake Bank (or a MainStreet Subsidiary any successor) of payments upon a change in of control thereof, (IJ) which is a lease for any real or material personal property owned or presently used by MainStreet or a MainStreet SubsidiaryFolsom Lake Bank, (JK) which materially restricts the conduct of any business by MainStreet or a MainStreet Subsidiary Folsom Lake Bank or limits the freedom of MainStreet or a MainStreet Subsidiary Folsom Lake Bank to engage in any line of business in any geographic area (or would so restrict American or American National Folsom Lake Bank or any of its affiliates after consummation of the Mergertransactions contemplated hereby) or which requires exclusive referrals of business or requires MainStreet or a MainStreet Subsidiary Folsom Lake Bank to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) that relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any provision that requires the purchase of all of Folsom Lake Bank’s requirements for a given product or service from a given third party, or obligates Folsom Lake Bank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (KN) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits MainStreet or a MainStreet Subsidiary Folsom Lake Bank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). (ii) Each Material Contract is valid and binding on MainStreet or the respective MainStreet Subsidiary Folsom Lake Bank and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of MainStreetFolsom Lake Bank, is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is notNeither Folsom Lake Bank, and nor, to the Knowledge of MainStreetFolsom Lake Bank, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its respective assets, business or operations receives benefits which is reasonably likely to have a Material Adverse Effect, Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary Folsom Lake Bank is currently outstanding. (iii) All outstanding loans from Folsom Lake Bank to its officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) Except for documents listed as exhibits to CCBI’s Securities Documents, neither CCBI nor any of the MainStreet Disclosure Schedule is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and collectively, “Material Contracts”): whether written or oral) (Ai) with respect to the employment of any of its directors, officers, employees or consultants, (Bii) which would entitle any present or former director, officer, employee or agent of MainStreet CCBI or a MainStreet Subsidiary any of its Subsidiaries to indemnification from MainStreet CCBI or a MainStreet Subsidiaryany of its Subsidiaries (other than as described in Section 5.03(k)(i)(ii) to CCBI’s Disclosure Schedule), (Ciii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (Div) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $20,000 100,000 per year and/or has a termination feeannum, (Ev) which is with or to a labor union or guild (including any collective bargaining agreement), (vi) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of AtlantaFHLB, and sales of securities subject to repurchase, in each case, case in the ordinary course of business), (Fvii) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of MainStreet CCBI or a MainStreet Subsidiaryits Subsidiaries, (Gviii) which involves the purchase or sale of assets with a purchase price of $100,000 1,000,000 or more in any single case or $250,000 15,000,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (Hix) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $100,000 or more in annual fees (other than any such agreement, license or contract listed in Section 5.03(k)(i)(ix) of CCBI’s Disclosure Schedule), (x) which provides for the payment by MainStreet CCBI or a MainStreet Subsidiary its Subsidiaries of payments upon a change of control thereof other than as set forth in control thereofSection 5.03(k)(i)(x) of CCBI’s Disclosure Schedule, (Ixi) which is a lease for any real or material personal property owned or presently used by MainStreet CCBI or a MainStreet Subsidiaryany of its Subsidiaries, (Jxii) which materially restricts the conduct of any business by MainStreet CCBI or a MainStreet Subsidiary by any of its Subsidiaries or limits the freedom of MainStreet CCBI or a MainStreet Subsidiary any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict American or American National Bank the Surviving Corporation or any of its affiliates after consummation of the MergerTransaction) or which requires exclusive referrals of business or requires MainStreet CCBI or a MainStreet Subsidiary any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (Kxiii) which is with respect to, or otherwise commits MainStreet CCBI or a MainStreet Subsidiary any of its Subsidiaries to do, any of the foregoingforegoing (collectively, “Material Contracts”). CCBI has Previously Disclosed and made available to Washington Mutual true and correct copies of each such Material Contract. (ii) Each Material Contract is valid and binding on MainStreet or the respective MainStreet Subsidiary CCBI and its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge knowledge of MainStreetCCBI, is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is notNeither CCBI or any of its Subsidiaries nor, and to the Knowledge knowledge of MainStreetCCBI, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business business, or operations may be bound or affected, or under which it or its respective assets, business business, or operations receives benefits which is reasonably likely to have a Material Adverse Effectbenefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet CCBI or a MainStreet Subsidiary any of its Subsidiaries is currently outstanding. (iii) Section 5.03(k)(iii) of CCBI’s Disclosure Schedule sets forth a schedule of all officers and directors of CCBI and its Subsidiaries who have outstanding loans from CCBI or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) of the MainStreet Disclosure Schedule Except as Previously Disclosed, VCBank is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and collectively, “Material Contracts”): whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of MainStreet or a MainStreet Subsidiary VCBank to indemnification from MainStreet or a MainStreet SubsidiaryVCBank, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice without penalty or other fee and involving the payment or value of more than $20,000 50,000 per year and/or has annum, (D) which is with or to a termination feelabor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or lender (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of AtlantaFHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of VCBank or the guaranty of the indebtedness of another Person, (F) which grants any person Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of MainStreet or a MainStreet SubsidiaryVCBank, (G) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 100,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $50,000 or more in annual fees, (I) which provides for the payment by MainStreet or a MainStreet Subsidiary VCBank of payments upon a change in of control thereof, (IJ) which is a lease for any real or material personal property owned or presently used by MainStreet or a MainStreet SubsidiaryVCBank, (JK) which materially restricts the conduct of any business by MainStreet or a MainStreet Subsidiary VCBank or limits the freedom of MainStreet or a MainStreet Subsidiary VCBank to engage in any line of business in any geographic area (or would so restrict American or American National Bank or any of its affiliates VCBank after consummation of the Mergertransactions contemplated hereby) or which requires exclusive referrals of business or requires MainStreet or a MainStreet Subsidiary VCBank to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) that relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any provision that requires the purchase of all of VCBank’s requirements for a given product or service from a given third party, or obligates VCBank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (KN) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits MainStreet or a MainStreet Subsidiary VCBank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). (ii) Each Material Contract is valid and binding on MainStreet or the respective MainStreet Subsidiary VCBank and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge knowledge of MainStreetVCBank, is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is notNeither VCBank, and nor, to the Knowledge knowledge of MainStreetVCBank, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its respective assets, business or operations receives benefits which is reasonably likely to have a Material Adverse Effect, Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary VCBank is currently outstanding. (iii) All outstanding loans from VCBank to its officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (ia) Set Except as set forth in Section 3.3(i)(i) of the MainStreet Seller Disclosure Schedule 4.14(a), Seller is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and collectively, “Material Contracts”): whether written or oral) (Ai) with respect to the employment of any of its directors, officers, employees or consultants, ; (Bii) which would entitle any present or former director, officer, employee or agent of MainStreet or a MainStreet Subsidiary Seller to (A) indemnification from MainStreet or a MainStreet SubsidiarySeller, (B) any claim on specific assets of Seller, including any claim to any bank owned life insurance (“BOLI”) or the proceeds thereof, or (C) any payment or benefits the vesting of which is directly or indirectly contingent on a change in control of Seller; (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an consulting agreement (including data processing, software programming, consulting Software programming and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $20,000 5,000 per year and/or has a termination fee, annum; (Eiv) which relates contains any covenant that limits the ability of Seller to compete in any line of business or with any Person, or that involves any restriction on the incurrence of indebtedness geographic area in which, or method by which Seller (including any successor thereof) may carry on its business (other than deposit liabilitiesas may be required by law or any regulatory agency); (v) pursuant to which Seller may become obligated to invest in or contribute capital to any entity; (vi) that relates to borrowings of money (or guarantees thereof) by Seller in excess of $25,000, other than advances and loans from the Federal Home Loan Bank FHLB or securities sold under agreements to repurchase with a maturity of Atlanta, thirty-one days or less and sales of securities subject to repurchase, in each case, entered into in the ordinary course of business), ; or (F) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of MainStreet or a MainStreet Subsidiary, (G) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which provides for the payment by MainStreet or a MainStreet Subsidiary of payments upon a change in control thereof, (Ivii) which is a lease for or license with respect to any property, real or material personal property owned personal, whether as landlord, tenant, licensor or presently used by MainStreet licensee, involving a liability or a MainStreet Subsidiaryobligation as obligor in excess of $15,000 on an annual basis. Seller has previously delivered or made available to Buyer true, (J) which materially restricts the conduct complete and correct copies of any business by MainStreet each such contract or a MainStreet Subsidiary other document or limits the freedom of MainStreet or a MainStreet Subsidiary to engage in any line of business in any geographic area (or would so restrict American or American National Bank or any of its affiliates after consummation of the Merger) or which requires exclusive referrals of business or requires MainStreet or a MainStreet Subsidiary to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (K) which is with respect to, or otherwise commits MainStreet or a MainStreet Subsidiary to do, any of the foregoinginstrument. (iib) Each Material Contract To Seller’s Knowledge, (i) Seller is valid and binding on MainStreet or the respective MainStreet Subsidiary and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of MainStreet, is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is not, and to the Knowledge of MainStreet, no other party thereto, is not in default in any material respect under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business business, or operations may be bound or affected, or under which it or its respective assets, business business, or operations receives benefits which is reasonably likely to have a Material Adverse Effectbenefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided , and (ii) no other party to any such contract, agreement, commitment, arrangement, lease, insurance policy or other instrument (excluding any loan or extension of credit made by Seller) is in this Agreementdefault in any material respect thereunder, except for such defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Seller; and (iii) no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary Seller is currently outstanding.

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) Except as Previously Disclosed, neither Feather River nor any of the MainStreet Disclosure Schedule is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and collectively, “Material Contracts”): whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries to indemnification from MainStreet Feather River or a MainStreet Subsidiaryany of its Subsidiaries, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $20,000 25,000 per year and/or has annum, (D) which is with or to a termination feelabor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of AtlantaFHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (F) which grants any person Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of MainStreet Feather River or a MainStreet Subsidiaryany of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $100,000 25,000 or more in any single case or $250,000 50,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $25,000 or more in annual fees, (I) which provides for the payment by MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries of payments upon a change in of control thereof, (IJ) which is a lease for any real or material personal property owned or presently used by MainStreet Feather River or a MainStreet Subsidiaryany of its Subsidiaries, (JK) which materially restricts the conduct of any business by MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries or limits the freedom of MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict American or American National Bank Feather River or any of its affiliates Subsidiaries after consummation of the Mergertransactions contemplated hereby) or which requires exclusive referrals of business or requires MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (KM) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 and that has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “Material Contracts”). For purposes of this Agreement, the term “Material Contracts” does not include (A) loans made by, (B) unfunded loan commitments made by, (C) letters of credit issued by, (D) loan participations of, (E) Federal funds sold or purchased by, (F) repurchase agreements made by, (G) bankers acceptances of, or (H) deposit liabilities of, Feather River or any of its Subsidiaries. (ii) Each Material Contract is valid and binding on MainStreet Feather River or the respective MainStreet Subsidiary its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of MainStreetFeather River or its Subsidiaries, is valid and binding on the other parties theretothereto (except as enforceability may be limited by the Bankruptcy Exception). MainStreet None of Feather River and each MainStreet Subsidiary is notits Subsidiaries or, and to the Knowledge of MainStreetFeather River and its Subsidiaries, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its respective assets, business or operations receives benefits which is reasonably likely to have a Material Adverse Effect, Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet Feather River or a MainStreet Subsidiary any of its Subsidiaries is currently outstanding. (iii) All outstanding loans from Feather River or any of its Subsidiaries to their respective officers and directors have been Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) of the MainStreet Disclosure Schedule Except as Previously Disclosed, BAY is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any MainStreet Subsidiary is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (each, a “Material Contract” and collectively, “Material Contracts”): whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of MainStreet or a MainStreet Subsidiary BAY to indemnification from MainStreet or a MainStreet SubsidiaryBAY, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $20,000 50,000 per year and/or has annum, (D) which is with or to a termination feelabor union or guild (including any collective bargaining agreement), (E) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of AtlantaFHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (F) which grants any person Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of MainStreet or a MainStreet SubsidiaryBAY, (G) which involves the purchase or sale of assets with a purchase price of $100,000 50,000 or more in any single case or $250,000 50,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (I) which provides for the payment by MainStreet or a MainStreet Subsidiary BAY of payments upon a change in of control thereof, (IJ) which is a lease for any real or material personal property owned or presently used by MainStreet or a MainStreet SubsidiaryBAY, (JK) which materially restricts the conduct of any business by MainStreet or a MainStreet Subsidiary BAY or limits the freedom of MainStreet or a MainStreet Subsidiary BAY to engage in any line of business in any geographic area (or would so restrict American or American National Bank or any of its affiliates BAY after consummation of the Mergertransactions contemplated hereby) or which requires exclusive referrals of business or requires MainStreet or a MainStreet Subsidiary BAY to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (KL) which is with respect to, or otherwise commits MainStreet or a MainStreet Subsidiary BAY to do, any of the foregoing, or (M) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing collectively, “BAY Material Contracts”). (ii) Each To the knowledge of BAY, each BAY Material Contract is valid and binding on MainStreet or the respective MainStreet Subsidiary BAY and is in full force and effect (other than due to the ordinary expiration thereof) and, to the Knowledge of MainStreet, and is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is notNone of BAY, and or, to the Knowledge knowledge of MainStreetBAY, no any other party parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its respective assets, business or operations receives benefits which is reasonably likely to have a BAY Material Adverse Effect, Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary BAY is currently outstanding. (iii) All outstanding loans from BAY to its officers and directors have been Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (i) Set forth in Section 3.3(i)(i) of the MainStreet PBVA’s Disclosure Schedule Letter is a list that includes each of the following agreements, contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet PBVA or any MainStreet Subsidiary of its Subsidiaries is a party to, bound by or subject to (each, a “PBVA Material Contract” and collectively, “Material Contracts”): (A) with respect to the employment of an officer or director or engagement of a consultant, including any of its directorsemployment, officersseverance, employees termination, consulting or consultantsretirement agreement, (B) which would entitle any present or former director, officer, employee or agent of MainStreet PBVA or a MainStreet Subsidiary any of its Subsidiaries to indemnification from MainStreet PBVA or a MainStreet Subsidiaryany of its Subsidiaries, (C) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and either (1) involving the payment or value of more than $20,000 25,000 per year and/or or (2) has a termination fee, (E) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (F) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of MainStreet PBVA or a MainStreet Subsidiaryany of its Subsidiaries, (G) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (H) which provides for the payment by MainStreet PBVA or a MainStreet Subsidiary any of its Subsidiaries of payments upon a change in control thereof, (I) which is a lease for any real or material personal property owned or presently used by MainStreet PBVA or a MainStreet Subsidiaryany of its Subsidiaries or which involves the acquisition or disposition of any real property, (J) involves Intellectual Property (as defined herein) (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (K) which materially restricts the conduct of any business by MainStreet PBVA or a MainStreet Subsidiary any of its Subsidiaries or limits the freedom of MainStreet PBVA or a MainStreet Subsidiary any of its Subsidiaries to engage in any line of business in any geographic area (or to PBVA’s Knowledge would so restrict American CFFI or American National C&F Bank or any of its affiliates after consummation of the Merger) or which requires exclusive referrals of business or requires MainStreet PBVA or a MainStreet Subsidiary any of its Subsidiaries to offer specified products or services to their customers or depositors on a priority or exclusive basis, (L) that prohibits or materially restricts the conduct of business by it or to the Knowledge of PBVA, any of its Subsidiaries or any of its personnel in PBVA’s geographic area or its or their ability to compete in any PBVA line of business, or (KM) which is with respect to, or otherwise commits MainStreet PBVA or a MainStreet Subsidiary any of its Subsidiaries to do, any of the foregoing. (ii) Each PBVA Material Contract is valid and binding on MainStreet PBVA or the respective MainStreet Subsidiary of PBVA and is in full force and effect (other than due to the ordinary expiration thereof) and), and to the Knowledge of MainStreet, PBVA is valid and binding on the other parties thereto. MainStreet and each MainStreet Subsidiary is notNeither PBVA nor any of its Subsidiaries is, and and, to the Knowledge of MainStreetPBVA, no other party theretothereto is, is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business or operations may be bound or affected, or under which it or its respective assets, business or operations receives benefits which is reasonably likely to have a Material Adverse Effect, and to the Knowledge of PBVA there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by MainStreet or a MainStreet Subsidiary is currently outstanding.