Common use of Obligations to Employees Clause in Contracts

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all accrued obligations and liabilities of MBT and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT Disclosure Letter, all obligations and liabilities of MBT and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT and any Subsidiaryall payments by PCCI and the Bank, and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trust trusts or other funds, to any government agency or body authority or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) have been and are being paid to the extent required by applicable law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by PCCI and the Bank in accordance with GAAP and applicable law applied on a consistent basis and actuarial methods with respect to the following: (a) withholding taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, option and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to by MBT PCCI or any Subsidiary the Bank for their its current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectagents. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT PCCI and the SubsidiariesBank, whether arising by operation of law, by contract, contract or by past customcustom or practice, for all other forms of compensation which are or may be payable to their current or former directors, officers, employees or agents or to any Employee Plan have been and are being paidpaid to the extent required by applicable law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made by PCCI and the Bank in accordance with GAAP, except where the failure to pay any such obligations generally accepted accounting and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have actuarial principles applied on a Material Adverse Effectconsistent basis. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of MBT PCCI and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse EffectBank.

Obligations to Employees. Except as set forth in the MBT IALB Disclosure Letter, all accrued obligations and liabilities of MBT IALB and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT IALB or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT IALB or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT IALB Disclosure Letter, all obligations and liabilities of MBT IALB and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT IALB and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Citizens Disclosure Letter, all accrued obligations and liabilities of MBT Citizens and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT Citizens or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT Citizens or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have materially adversely affect the business, prospects, condition (financial or otherwise), results of operations or assets of Citizens and the Subsidiaries, taken as a Material Adverse Effectwhole. Except as set forth in the MBT Citizens Disclosure Letter, all obligations and liabilities of MBT Citizens and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 5.13 are correctly and accurately reflected and accounted for in the books, statements and records of MBT Citizens and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT First Merchants Disclosure Letter, all accrued obligations and liabilities of MBT First Merchants and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, restricted stock grant, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT First Merchants or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT First Merchants or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT First Merchants Disclosure Letter, all obligations and liabilities of MBT First Merchants and the Subsidiariesany Subsidiary, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore therefor have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 6.13 are correctly and accurately reflected and accounted for in the books, statements and records of MBT First Merchants and the Subsidiariesany Subsidiary, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Ameriana Bancorp Disclosure Letter, all accrued obligations and liabilities of MBT Ameriana Bancorp and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT Ameriana Bancorp or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT Ameriana Bancorp or any a Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT Ameriana Bancorp Disclosure Letter, all obligations and liabilities of MBT Ameriana Bancorp and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT Ameriana Bancorp and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT HBI, each of its Subsidiaries and any Subsidiary, whether arising by operation of law, by contract or by past customall Employee Plans, for payments to trust trusts (including grantor trusts) or other funds, to any government agency or body authority, or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding Taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to, by MBT HBI or any Subsidiary of its Subsidiaries for their its current or former directors, officers, employees and agents have been and are being paid to agents. To the extent required by law that payment of any obligation or by liability under any of the plan or contractforegoing is not currently required, and adequate actuarial accruals and/or and reserves for such payments have been and are being made by MBT HBI or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure its Subsidiaries according to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse EffectGAAP. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT HBI and the Subsidiaries, whether arising by operation each of law, by contract, or by past custom, its Subsidiaries for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with by HBI and each of its Subsidiaries according to GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the HBI Financial Statements and the books, statements and records of MBT HBI and the each of its Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Level One Disclosure Letter, all accrued obligations and liabilities of MBT Level One and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT Level One or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT Level One or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT Level One Disclosure Letter, all obligations and liabilities of MBT Level One and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT Level One and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT First Merchants Disclosure Letter, all accrued obligations and liabilities of MBT First Merchants and any First Merchants Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, restricted stock grant, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT First Merchants or any First Merchants Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT First Merchants or any First Merchants Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT First Merchants Disclosure Letter, all obligations and liabilities of MBT First Merchants and the Subsidiariesany First Merchants Subsidiary, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore therefor have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 6.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT First Merchants and the Subsidiariesany Subsidiary, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT the Bank, OSB and any Subsidiary, whether arising by operation of law, by contract or by past customall Employee Plans, for payments to trust trusts (including grantor trusts) or other funds, to any government agency or body authority, or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to by MBT or any Subsidiary the Bank for their its current or former directors, officers, employees and agents have been and are being paid to agents. To the extent required by law that payment of any obligation or by liability under any of the plan or contractforegoing is not currently required, and adequate actuarial accruals and/or and reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting the Bank according to GAAP and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have applicable law applied on a Material Adverse Effectconsistent basis. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT OSB and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, Bank for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with GAAP, except where by the failure Bank according to pay any such obligations GAAP and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectgenerally accepted actuarial principles. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in all material respects in the OSB Financial Statements and the books, statements and records of MBT and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse EffectBank.

Obligations to Employees. LBI is in compliance in all material respects with all applicable laws respecting employment including discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and of employees as exempt or non-exempt, in each case, under the Fair Labor Standards Act of 1938, as amended (the “Fair Labor Standards Act”), and any similar applicable law), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. Neither the Bank nor LBI is or was a party to, bound by or subject to, or is currently negotiating, any collective bargaining agreement or understanding with a labor union or organization. Except as set forth in the MBT LBI Disclosure Letter, all employees of the Bank and LBI are employed on an “at will” basis, and neither LBI nor the Bank has any contractual or legal obligations that would prevent the Bank or LBI from termination the employment of any employee of the Bank or LBI without liability for severance pay. Except as set forth in the LBI Disclosure Letter, all accrued obligations and liabilities of MBT LBI and any Subsidiarythe Bank, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT LBI or any Subsidiary the Bank for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT LBI or any Subsidiary the Bank in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT LBI Disclosure Letter, all obligations and liabilities of MBT LBI and the SubsidiariesBank, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT LBI and the SubsidiariesBank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT CBI, each of its Subsidiaries and any Subsidiary, whether arising by operation of law, by contract or by past customall Employee Plans, for payments to trust trusts (including grantor trusts) or other funds, to any government agency or body authority, or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding Taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to, by MBT CBI or any Subsidiary of its Subsidiaries for their its current or former directors, officers, employees and agents have been and are being paid to agents. To the extent required by law that payment of any obligation or by liability under any of the plan or contractforegoing is not currently required, and adequate actuarial accruals and/or and reserves for such payments have been and are being made by MBT CBI or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure its Subsidiaries according to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse EffectGAAP. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT CBI and the Subsidiaries, whether arising by operation each of law, by contract, or by past custom, its Subsidiaries for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with by CBI and each of its Subsidiaries according to GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the CBI Financial Statements and the books, statements and records of MBT CBI and the each of its Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT and any Subsidiaryall payments by FNB, and all Employee Plans, whether arising by operation of lawLaw, by contract or by past custom, for payments to trust trusts or other funds, to any government agency or body authority or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) have been and are being paid to the extent required by applicable Law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by FNB according to GAAP and applicable Law applied on a consistent basis and actuarial methods with respect to to: (a) withholding taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to by MBT or any Subsidiary FNB for their its current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectagents. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, FNB for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with GAAP, except where the failure by FNB according to pay any such obligations GAAP and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have generally accepted actuarial principles applied on a Material Adverse Effectconsistent basis. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in all material respects in the Financial Statements and the books, statements and records of MBT and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse EffectFNB.

Obligations to Employees. Except as set forth in the MBT Arlington Bank Disclosure Letter, all accrued obligations and liabilities of MBT and any SubsidiaryArlington Bank, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT or any Subsidiary Arlington Bank for their its current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary Arlington Bank in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT Arlington Bank Disclosure Letter, all obligations and liabilities of MBT and the SubsidiariesArlington Bank, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their its current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore therefor have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT and the SubsidiariesArlington Bank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT C Financial Disclosure Letter, all accrued obligations and liabilities of MBT C Financial and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT C Financial or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT C Financial or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have materially adversely affect the business, prospects, condition (financial or otherwise), results of operations or assets of C Financial and the Bank, taken as a Material Adverse Effectwhole. Except as set forth in the MBT C Financial Disclosure Letter, all obligations and liabilities of MBT C Financial and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT C Financial and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT TBT, each of its Subsidiaries and any Subsidiary, whether arising by operation of law, by contract or by past customall TBT Employee Plans, for payments to trust trusts (including grantor trusts) or other funds, to any government agency or body authority, or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding Taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to, by MBT TBT or any Subsidiary of its Subsidiaries for their its current or former directors, officers, employees and agents have been and are being paid to agents. To the extent required by law that payment of any obligation or by liability under any of the plan or contractforegoing is not currently required, and adequate actuarial accruals and/or and reserves for such payments have been and are being made by MBT TBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure its Subsidiaries according to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse EffectGAAP. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT TBT and the Subsidiaries, whether arising by operation each of law, by contract, or by past custom, its Subsidiaries for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with by TBT and each of its Subsidiaries according to GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in all material respects in the TBT Financial Statements and the books, statements and records of MBT TBT and the each of its Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT First Merchants Disclosure Letter, all accrued obligations and liabilities of MBT First Merchants and any First Merchants Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, restricted stock grant, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT First Merchants or any First Merchants Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT First Merchants or any First Merchants Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT First Merchants Disclosure Letter, all obligations and liabilities of MBT First Merchants and the Subsidiariesany First Merchants Subsidiary, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore therefor have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 6.13 are correctly and accurately reflected and accounted for in the books, statements and records of MBT First Merchants and the Subsidiariesany Subsidiary, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure LetterConfidential Schedule 4.28, all accrued obligations and liabilities of MBT and any Subsidiaryall payments by Bank, and all Employee Plans, whether arising by operation of lawLaw, by contract or by past custom, for payments to trust trusts or other funds, to any government agency or body authority or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) have been and are being paid to the extent required by applicable Law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by Bank according to GAAP and applicable Law applied on a consistent basis and actuarial methods with respect to to: (a) withholding taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to by MBT or any Subsidiary Bank for their its current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectagents. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, Bank for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with GAAP, except where the failure by Bank according to pay any such obligations GAAP and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have generally accepted actuarial principles applied on a Material Adverse Effectconsistent basis. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in all material respects in the Financial Statements and the books, statements and records of MBT and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse EffectBank.

Obligations to Employees. (a) PFSB is in compliance in all material respects with all applicable laws respecting employment including discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and of employees as exempt or non-exempt, in each case, under the Fair Labor Standards Act of 1938, as amended (the “Fair Labor Standards Act”), and any similar applicable law), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. (b) PFSB is not and was not a party to, bound by or subject to, or is currently negotiating, any collective bargaining agreement or understanding with a labor union or organization. Except as set forth in the MBT PFSB Disclosure Letter, all employees of PFSB are employed on an “at will” basis, and PFSB has no any contractual or legal obligations that would prevent PFSB from termination the employment of any employee of PFSB without liability for severance pay. (c) Except as set forth in the PFSB Disclosure Letter, all accrued obligations and liabilities of MBT and any SubsidiaryPFSB, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his their heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT or any Subsidiary PFSB for their its current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary PFSB in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT PFSB Disclosure Letter, all obligations and liabilities of MBT and the SubsidiariesPFSB, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 3.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT and the SubsidiariesPFSB, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all accrued obligations and liabilities of MBT Lafayette and any Subsidiarythe Bank, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT Lafayette or any Subsidiary the Bank for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT Lafayette or any Subsidiary the Bank in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectmaterially adversely affect Lafayette or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT Lafayette and the SubsidiariesBank, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore therefor have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectmaterially adversely affect Lafayette or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT Lafayette and the SubsidiariesBank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effectmaterially adversely affect Lafayette or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT and any Subsidiaryall payments by 1st Independence or 1st Bank and all 1st Independence Plans, whether arising by operation of law, by contract or by past custom, for payments to trust trusts or other funds, to any government agency or body authority or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) have been and are being paid to the extent required by applicable law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by 1st Independence or 1st Bank in accordance with generally accepted accounting principles and applicable law applied on a consistent basis and actuarial methods with respect to the following: (a) withholding taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, option and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to by MBT 1st Independence or any Subsidiary 1st Bank for their its current or former directors, officers, employees and agents, including, without limitation, all liabilities and obligations to the 1st Independence Plans (as defined in Section 3.14(a) hereof). All obligations and liabilities of 1st Independence or 1st Bank, whether arising by operation of law, by contract or by past custom or practice, for all other forms of compensation which are or may be payable to its current or former directors, officers, employees or agents or to any 1st Independence Plan have been and are being paid to the extent required by applicable law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT Disclosure Letter, all obligations and liabilities of MBT and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made by 1st Independence or 1st Bank in accordance with GAAP, except where the failure to pay any such obligations generally accepted accounting and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have actuarial principles applied on a Material Adverse Effectconsistent basis. All accruals and reserves referred to in this Section 5.14 3.15 are correctly and accurately reflected and accounted for in all material respects in the 1st Independence Financial Statements and the books, statements and records of MBT and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect1st Independence.

Obligations to Employees. (a) OFSI is in compliance in all material respects with all applicable laws respecting employment including discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and of employees as exempt or non-exempt, in each case, under the Fair Labor Standards Act of 1938, as amended (the “Fair Labor Standards Act”), and any similar applicable law), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. (b) Neither the Bank nor OFSI is or was a party to, bound by or subject to, or is currently negotiating, any collective bargaining agreement or understanding with a labor union or organization. Except as set forth in the MBT OFSI Disclosure Letter, all employees of the Bank and OFSI are employed on an “at will” basis, and neither OFSI nor the Bank has any contractual or legal obligations that would prevent the Bank or OFSI from terminating the employment of any employee of the Bank or OFSI without liability for severance pay. (c) Except as set forth in the OFSI Disclosure Letter, all accrued obligations and liabilities of MBT OFSI and any Subsidiarythe Bank, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT OFSI or any Subsidiary the Bank for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT OFSI or any Subsidiary the Bank in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT OFSI Disclosure Letter, all obligations and liabilities of MBT OFSI and the SubsidiariesBank, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT OFSI and the SubsidiariesBank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Community Bancshares Disclosure Letter, all accrued obligations and liabilities of MBT Community Bancshares and any Subsidiarythe Bank, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT Community Bancshares or any Subsidiary the Bank for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT Community Bancshares or any Subsidiary the Bank in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have materially adversely affect the business, prospects, condition (financial or otherwise), results of operations or assets of Community Bancshares and the Bank, taken as a Material Adverse Effectwhole. Except as set forth in the MBT Community Bancshares Disclosure Letter, all obligations and liabilities of MBT Community Bancshares and the SubsidiariesBank, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT Community Bancshares and the SubsidiariesBank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all All accrued obligations and liabilities of MBT FBC, the Bank and any Subsidiary, whether arising by operation of law, by contract or by past customall Employee Plans, for payments to trust trusts (including grantor trusts) or other funds, to any government agency or body authority, or to any individual present or former director, officer, employee or agent (or his or her heirs, legatees or legal representativerepresentatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits and benefits; (b) all pension, retirementprofit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights or profit sharing plan, any plans and agreements; (c) all employment, deferred compensationcompensation (whether funded or unfunded), consultantsalary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining agreement plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance contract or and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plan plans or agreement agreements maintained or sponsored, participated in, or contributed to, by MBT FBC or any Subsidiary the Bank for their its respective current or former directors, officers, employees and agents have been and are being paid to agents. To the extent required by law that payment of any obligation or by liability under any of the plan or contractforegoing is not currently required, and adequate actuarial accruals and/or and reserves for such payments have been and are being made by MBT FBC or any Subsidiary in accordance with generally accepted accounting the Bank according to GAAP and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have applicable law applied on a Material Adverse Effectconsistent basis. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT FBC and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, Bank for all other forms of compensation which that are or may be payable to their current or former directors, officers, employees or agents agents, or pursuant to any Employee Plan, have been and are being paidpaid to the extent required by applicable law or by the plan or contract, and adequate actuarial accruals and/or and reserves for payment therefore therefor have been and are being made in accordance with GAAP, except where by FBC or the failure Bank according to pay any such obligations GAAP and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectgenerally accepted actuarial principles. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in all material respects in the FBC Financial Statements and the books, statements and records of MBT FBC and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse EffectBank.

Obligations to Employees. Except as set forth in the MBT Disclosure Letter, all accrued obligations and liabilities of MBT Xxx Financial and any Subsidiarythe Bank, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT Xxx Financial or any Subsidiary the Bank for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT Xxx Financial or any Subsidiary the Bank in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effectmaterially adversely affect Xxx Financial or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets. Except as set forth in the MBT Disclosure Letter, all All obligations and liabilities of MBT Xxx Financial and the SubsidiariesBank, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore therefor have been and are being made in accordance with GAAPgenerally accepted accounting principles, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment ayment thereof would not have a Material Adverse Effectmaterially adversely affect Xxx Financial or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT Xxx Financial and the SubsidiariesBank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effectmaterially adversely affect Xxx Financial or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets.