Common use of Obligations to Employees Clause in Contracts

Obligations to Employees. All accrued obligations and liabilities of and all 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 trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) 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; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to by PCCI or the Bank for its current or former directors, officers, employees and agents. All obligations and liabilities of PCCI and the 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 their current or former directors, officers, employees or agents or to any Employee 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 reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basis. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI and the Bank.

Obligations to Employees. All Except as set forth in the First Merchants Disclosure Letter, all accrued obligations and liabilities of First Merchants and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, restricted stock grant, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by First Merchants or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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. All Except as set forth in the First Merchants Disclosure Letter, all obligations and liabilities of PCCI First Merchants and the Bankany Subsidiary, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial Adverse Effect. All accruals and reserves referred to in this Section 6.13 are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI First Merchants and any Subsidiary, except where the Bankfailure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. All Except as set forth in the First Merchants Disclosure Letter, all accrued obligations and liabilities of First Merchants and all payments by PCCI and the Bank, and all Employee Plansany First Merchants Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, restricted stock grant, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by First Merchants or sponsored, participated in, or contributed to by PCCI or the Bank any First Merchants Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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. All Except as set forth in the First Merchants Disclosure Letter, all obligations and liabilities of PCCI First Merchants and the Bankany First Merchants Subsidiary, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial Adverse Effect. All accruals and reserves referred to in this Section 6.14 are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI First Merchants and any Subsidiary, except where the Bankfailure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. All accrued obligations and liabilities of and all payments by PCCI and the Bank, 1st Independence or 1st Bank and all Employee 1st Independence Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) 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 1st Independence or 1st Bank in accordance with GAAP 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; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to by PCCI 1st Independence or the 1st Bank for 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 PCCI and the 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 their its current or former directors, officers, employees or agents or to any Employee 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 reserves for payment therefor therefore have been and are being made by PCCI and the 1st Independence or 1st Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basis. All accruals and reserves referred to in this Section 3.15 are correctly and accurately reflected and accounted for in all material respects in the PCCI 1st Independence Financial Statements and the books, statements and records of PCCI and the Bank1st Independence.

Obligations to Employees. All accrued obligations and liabilities of and all payments by PCCI and the BankHBI, each of its Subsidiaries and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been and are being timely paid to the extent required by applicable law Law or by the terms of such plan, trustcontract program, contract policy, 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 followingother governing instruments: (a) withholding taxesTaxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to to, by PCCI HBI or the Bank any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by HBI or its Subsidiaries according to GAAP. All obligations and liabilities of PCCI HBI and the Bank, whether arising by operation each of law, by contract or by past custom or practice, 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 Plan, have been and are being paid to the extent required by applicable law Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by PCCI HBI and the Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basiseach of its Subsidiaries according to GAAP. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI HBI Financial Statements and the books, statements and records of PCCI HBI and the Bankeach of its Subsidiaries.

Obligations to Employees. All Except as set forth in the Ameriana Bancorp Disclosure Letter, all accrued obligations and liabilities of Ameriana Bancorp and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by Ameriana Bancorp or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 Ameriana Bancorp or 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. All Except as set forth in the Ameriana Bancorp Disclosure Letter, all obligations and liabilities of PCCI Ameriana Bancorp and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI Ameriana Bancorp and the BankSubsidiaries, 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. All Except as set forth in the MBT Disclosure Letter, all accrued obligations and liabilities of MBT and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by MBT or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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. All Except as set forth in the MBT Disclosure Letter, all obligations and liabilities of PCCI MBT and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting GAAP, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI MBT and the BankSubsidiaries, 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. All Except as set forth in the Level One Disclosure Letter, all accrued obligations and liabilities of Level One and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by Level One or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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. All Except as set forth in the Level One Disclosure Letter, all obligations and liabilities of PCCI Level One and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting GAAP, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI Level One and the BankSubsidiaries, 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. All Except as set forth in the Citizens Disclosure Letter, all accrued obligations and liabilities of Citizens and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by Citizens or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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 materially adversely affect the business, prospects, condition (financial or otherwise), results of operations or assets of Citizens and the Subsidiaries, taken as a whole. All Except as set forth in the Citizens Disclosure Letter, all obligations and liabilities of PCCI Citizens and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial Adverse Effect. All accruals and reserves referred to in this Section 5.13 are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI Citizens and the BankSubsidiaries, 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. All Except as set forth in the Disclosure Letter, all accrued obligations and liabilities of and all payments by PCCI Xxx Financial and the Bank, and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained or sponsored, participated in, or contributed to by PCCI Xxx Financial or the Bank for its their current or former directors, officers, employees and agentsagents 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 Xxx Financial or 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 materially adversely affect Xxx Financial or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets. All obligations and liabilities of PCCI Xxx Financial and the Bank, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on a consistent basisliabilities or to maintain adequate accruals and/or reserves for ayment thereof would not materially 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 all material respects in the PCCI Financial Statements and the books, statements and records of PCCI Xxx Financial and the Bank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not materially adversely affect Xxx Financial or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets.

Obligations to Employees. All accrued obligations and liabilities of and all payments by PCCI and the BankHNBI or any HNBI Subsidiary, and all HNBI Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) representatives 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 HNBI and the Bank in accordance with each HNBI Subsidiary according to GAAP and applicable law applied on a consistent basis and actuarial methods with respect to the followingto: (a) withholding taxesTaxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, change in control, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to by PCCI HNBI or the Bank any HNBI Subsidiary for its current or former directors, officers, employees and agents. All obligations and liabilities of PCCI and the Bank, whether arising by operation of law, by contract HNBI or by past custom or practice, any HNBI Subsidiary 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 HNBI Employee Plan 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 reserves for payment therefor have been and are being made by PCCI HNBI or any HNBI Subsidiary according to GAAP and the Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basis. All accruals and reserves referred to in this Section 3.19 are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI and the BankHNBI or any HNBI Subsidiary.

Obligations to Employees. All 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 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 and all payments by PCCI LBI and the Bank, and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained or sponsored, participated in, or contributed to by PCCI LBI or the Bank for its their current or former directors, officers, employees and agentsagents 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 LBI or 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. All Except as set forth in the LBI Disclosure Letter, all obligations and liabilities of PCCI LBI and the Bank, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting GAAP, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI LBI and the 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. All Except as set forth in the Disclosure Letter, all accrued obligations and liabilities of and all payments by PCCI Lafayette and the Bank, and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained or sponsored, participated in, or contributed to by PCCI Lafayette or the Bank for its their current or former directors, officers, employees and agentsagents 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 Lafayette or 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 materially adversely affect Lafayette or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets. All obligations and liabilities of PCCI Lafayette and the Bank, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on a consistent basisliabilities or to maintain adequate accruals and/or reserves for payment thereof would not materially 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 all material respects in the PCCI Financial Statements and the books, statements and records of PCCI Lafayette and the Bank, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not materially adversely affect Lafayette or the Bank or their respective businesses, prospects, conditions (financial or otherwise), results of operations or assets.

Obligations to Employees. All accrued obligations and liabilities of and all payments by PCCI and the BankKBI, each of its Subsidiaries and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been and are being timely paid to the extent required by applicable law Law or by the terms of such plan, trustcontract program, contract policy, 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 followingother governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to to, by PCCI KBI or the Bank any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by KBI or its Subsidiaries according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of PCCI KBI and the Bank, whether arising by operation each of law, by contract or by past custom or practice, 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 Plan, have been and are being paid to the extent required by applicable law Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by PCCI KBI and the Bank in accordance with each of its Subsidiaries according to GAAP and generally accepted accounting and actuarial principles applied on a consistent basisprinciples. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI KBI Financial Statements and the books, statements and records of PCCI KBI and the Bankeach of its Subsidiaries.

Obligations to Employees. All Except as set forth in the First Merchants Disclosure Letter, all accrued obligations and liabilities of First Merchants and all payments by PCCI and the Bank, and all Employee Plansany First Merchants Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, restricted stock grant, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by First Merchants or sponsored, participated in, or contributed to by PCCI or the Bank any First Merchants Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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. All Except as set forth in the First Merchants Disclosure Letter, all obligations and liabilities of PCCI First Merchants and the Bankany First Merchants Subsidiary, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial Adverse Effect. All accruals and reserves referred to in this Section 6.13 are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI First Merchants and any Subsidiary, except where the Bankfailure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. All accrued obligations and liabilities of and all payments by PCCI and the Bank, OSB and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been and are being timely paid to the extent required by applicable law or by the terms of such plan, trustcontract program, contract policy, 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 followingother governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to by PCCI or the Bank for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank according to GAAP and applicable law applied on a consistent basis. All obligations and liabilities of PCCI OSB and the Bank, whether arising by operation of law, by contract or by past custom or practice, 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 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 reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with according to GAAP and generally accepted accounting and actuarial principles applied on a consistent basisprinciples. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI OSB Financial Statements and the books, statements and records of PCCI and the Bank.

Obligations to Employees. All accrued obligations and liabilities of and all payments by PCCI and FBC, the Bank, Bank and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been and are being timely paid to the extent required by applicable law or by the terms of such plan, trustcontract program, contract policy, 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 followingother governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to to, by PCCI FBC or the Bank for its respective current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by FBC or the Bank according to GAAP and applicable law applied on a consistent basis. All obligations and liabilities of PCCI FBC and the Bank, whether arising by operation of law, by contract or by past custom or practice, 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 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 reserves for payment therefor have been and are being made by PCCI and FBC or the Bank in accordance with according to GAAP and generally accepted accounting and actuarial principles applied on a consistent basisprinciples. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI FBC Financial Statements and the books, statements and records of PCCI FBC and the Bank.

Obligations to Employees. All Except as set forth in the IALB Disclosure Letter, all accrued obligations and liabilities of IALB and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by IALB or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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. All Except as set forth in the IALB Disclosure Letter, all obligations and liabilities of PCCI IALB and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting GAAP, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI IALB and the Bank.Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect. 5.15

Obligations to Employees. All accrued obligations and liabilities of TBT, each of its Subsidiaries and all payments by PCCI and the Bank, and all TBT Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been and are being timely paid to the extent required by applicable law Law or by the terms of such plan, trustcontract program, contract policy, 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 followingother governing instruments: (a) withholding taxesTaxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to to, by PCCI TBT or the Bank any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by TBT or its Subsidiaries according to GAAP. All obligations and liabilities of PCCI TBT and the Bank, whether arising by operation each of law, by contract or by past custom or practice, 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 Plan, have been and are being paid to the extent required by applicable law Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by PCCI TBT and the Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basiseach of its Subsidiaries according to GAAP. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI TBT Financial Statements and the books, statements and records of PCCI TBT and the Bankeach of its Subsidiaries.

Obligations to Employees. All Except as set forth in the Community Bancshares Disclosure Letter, all accrued obligations and liabilities of and all payments by PCCI Community Bancshares and the Bank, and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained or sponsored, participated in, or contributed to by PCCI Community Bancshares or the Bank for its their current or former directors, officers, employees and agentsagents 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 Community Bancshares or 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 materially adversely affect the business, prospects, condition (financial or otherwise), results of operations or assets of Community Bancshares and the Bank, taken as a whole. All Except as set forth in the Community Bancshares Disclosure Letter, all obligations and liabilities of PCCI Community Bancshares and the Bank, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI Community Bancshares and the 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. All accrued obligations and liabilities of and all payments by PCCI and the BankFNB, and all Employee Plans, whether arising by operation of lawLaw, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) have been and are being paid to the extent required by applicable law 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 FNB according to GAAP and applicable law Law applied on a consistent basis and actuarial methods with respect to the followingto: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to by PCCI or the Bank FNB for its current or former directors, officers, employees and agents. All obligations and liabilities of PCCI and the Bank, whether arising by operation of law, by contract or by past custom or practice, 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 Plan, have been and are being paid to the extent required by applicable law Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by PCCI FNB according to GAAP and the Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basis. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI and the BankFNB.

Obligations to Employees. All Except as set forth in Confidential Schedule 4.28, all accrued obligations and liabilities of and all payments by PCCI and the Bank, and all Employee Plans, whether arising by operation of lawLaw, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) have been and are being paid to the extent required by applicable law 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 according to GAAP and applicable law Law applied on a consistent basis and actuarial methods with respect to the followingto: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-profit sharing, savings, stock purchase, stock bonus, stock ownership, stock option option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including, without limitation, including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to by PCCI or the Bank for its current or former directors, officers, employees and agents. All obligations and liabilities of PCCI and the Bank, whether arising by operation of law, by contract or by past custom or practice, 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 Plan, have been and are being paid to the extent required by applicable law Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by PCCI Bank according to GAAP and the Bank in accordance with generally accepted accounting and actuarial principles applied on a consistent basis. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in all material respects in the PCCI Financial Statements and the books, statements and records of PCCI and the Bank.

Obligations to Employees. All Except as set forth in the IALB Disclosure Letter, all accrued obligations and liabilities of IALB and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by IALB or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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. All Except as set forth in the IALB Disclosure Letter, all obligations and liabilities of PCCI IALB and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting GAAP, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI IALB and the BankSubsidiaries, 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. All Except as set forth in the Arlington Bank Disclosure Letter, all accrued obligations and liabilities of and all payments by PCCI and the Arlington Bank, and all Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained or sponsored, participated in, or contributed to by PCCI or the Arlington Bank for its current or former directors, officers, employees and agents. All obligations and liabilities of PCCI and the 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 their current or former directors, officers, employees or agents or to any Employee 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 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 Arlington Bank Disclosure Letter, all obligations and liabilities of Arlington 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 its current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefor have been and are being made by PCCI and the Bank in accordance with generally accepted accounting GAAP, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI Arlington Bank, except where the failure to correctly and the Bankaccurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

Obligations to Employees. All Except as set forth in the C Financial Disclosure Letter, all accrued obligations and liabilities of C Financial and all payments by PCCI and the Bank, and all Employee Plansany Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trusts trust or other funds, to any government agency or authority body or to any present or former individual director, officer, employee or agent (or his or her heirs, legatees or legal representativesrepresentative) 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; (b) benefits and all pension, profit-sharingretirement, savings, stock purchase, stock bonus, stock ownership, stock option and option, stock appreciation rights plans and agreements; (c) all or profit sharing plan, any employment, deferred compensation (whether funded or unfunded)compensation, salary continuation, consulting, retirement, early retirement, severance, reimbursementconsultant, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, agreement or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all contract or other incentive, welfare (including, without limitation, vacation and sick pay), retirement or employee benefit plans plan or agreements agreement maintained by C Financial or sponsored, participated in, or contributed to by PCCI or the Bank any Subsidiary for its their current or former directors, officers, employees and agentsagents 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 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 materially adversely affect the business, prospects, condition (financial or otherwise), results of operations or assets of C Financial and the Bank, taken as a whole. All Except as set forth in the C Financial Disclosure Letter, all obligations and liabilities of PCCI C Financial and the BankSubsidiaries, whether arising by operation of law, by contract contract, or by past custom or practicecustom, 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 paid to the extent required by applicable law or by the plan or contractpaid, and adequate actuarial accruals and and/or reserves for payment therefor therefore have been and are being made by PCCI and the Bank in accordance with generally accepted accounting principles, except where the failure to pay any such obligations and actuarial principles applied on liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a consistent basisMaterial 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 PCCI Financial Statements and the books, statements and records of PCCI C Financial and the BankSubsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.