Common use of Scheduled Contracts Clause in Contracts

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor any of its Subsidiaries is a party or otherwise subject to (other than purchase or sales orders entered into in the ordinary course): (a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its Subsidiaries and is not terminable by Company or any of its Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its Subsidiaries of $100,000 or more per annum; (b) any advertising, brokerage, distributor, representative or agency relationship or contract requiring payment by Company or any of its Subsidiaries of $100,000 or more per annum; (c) any contract or agreement that restricts Company or any of its Subsidiaries (or would restrict any Affiliate of Company or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person; (d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its Subsidiaries in excess of $100,000 per annum; (e) any material license agreement granting any right to use or practice any right under any material Intellectual Property (whether as licensor or licensee), excluding ordinary course of business customer contracts; (f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality agreements; (g) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or any of its Subsidiaries; (h) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 or more; (i) other than agreements entered into in the ordinary course of business, any agreement for the sale of any material property or assets in which Company or any of its Subsidiaries has an ownership interest or for the grant of any Encumbrance on any such property or asset; (j) any agreement for the borrowing of any money and any guaranty agreement; (k) any partnership or joint venture agreement, excluding reseller agreements, referral agent agreements and VARs; (l) any material agreement which would be terminable other than by Company or any of its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement; or (m) other than agreements entered into in the ordinary course of business, any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $100,000 or more to or by Company or any of its Subsidiaries. Each Scheduled Contract is in full force and effect. Complete copies of all Scheduled Contracts, including all amendments and supplements thereto, have been delivered or made available to Parent.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company DSI Disclosure Letter or the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “Scheduled Contract”), as of the date hereofSchedule, neither Company DSI nor any of its the DSI Subsidiaries has, is a party to or otherwise subject to (other than purchase or sales orders entered into in the ordinary course):is bound by: (a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its Subsidiaries and is not terminable by Company or any of its Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its Subsidiaries of $100,000 or more per annum; (b) any advertising, brokerage, distributor, representative or agency relationship or contract requiring payment by Company or any of its Subsidiaries of $100,000 or more per annum; (c) any contract or agreement that restricts Company or any of its Subsidiaries (or would restrict any Affiliate of Company or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person; (d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its Subsidiaries in excess of $100,000 per annum; (e) any material license agreement granting any right to use or practice any right under any material Intellectual Property (whether as licensor or licensee), excluding ordinary course of business customer contracts; (f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality collective bargaining agreements; (gii) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, agreements or arrangements that contain any severance pay or post-employment liabilities or obligations in excess of those required by law; (iii) any bonus, deferred compensation, severance paysales compensation plan, pension, retirementprofit sharing or retirement plans, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or any of its Subsidiariesother employee benefit plans or arrangements or agreements to change any such plans whether written or oral; (hiv) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to DSI or the DSI Subsidiaries in any case involving aggregate payments in excess of $15,000 or the equivalent thereof in one year; (v) any agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions; (vi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $15,000 or the equivalent thereof; (viii) any agreement of indemnification or guaranty other than expressly set forth in the DSI Disclosure Schedule; (ix) any agreement pursuant to which DSI or the DSI Subsidiaries has granted, or may grant in the future, any party a source-code license or option or other right to use or acquire equipment source-code; (x) any agreement relating to capital expenditures and involving future payments in excess of$50,000 or the equivalent thereof; (xi) any agreement relating to the disposition or acquisition of assets, property or any commitment interest in any business enterprise outside the ordinary course of DSI or the DSI Subsidiaries' business; (xii) any mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to make capital expenditures the borrowing of money or extension of credit, including any guaranty referred to in clause (viii) of this Section 6.13.1; (xiii) any purchase order or contract for the purchase of raw materials or services involving $100,000 50,000 or the equivalent thereof or more; (ixiv) other than agreements entered into in the ordinary course of business, any agreement for the sale of any material property or assets in which Company or any of its Subsidiaries has an ownership interest or for the grant of any Encumbrance on any such property or assetconstruction contract; (jxv) any agreement for the borrowing of any money and any guaranty distribution, joint marketing or development agreement; (kxvi) any partnership other agreement that involves $50,000 or joint venture agreement, excluding reseller agreements, referral agent agreements and VARsthe equivalent thereof or more or is not cancelable without penalty upon notice of thirty (30) days or less; (lxvii) any material agreement contract under which would be terminable other than by Company DSI or the DSI Subsidiaries provides services to third parties for which it will receive payments in excess of $15,000 or the equivalent thereof in a period of 12 consecutive months; (xviii) any of its Subsidiaries as contract that contains a result of the consummation of the transactions contemplated by this Agreementliquidated damages provision for failure to meet performance or quality milestones; or (mxix) other than agreements entered into in the ordinary course of business, any other material agreement of any other kind which involves future payments or receipts commitment, whether written or performances of services or delivery of items requiring payment of $100,000 or more to or by Company or any of its Subsidiaries. Each Scheduled Contract is in full force and effect. Complete copies of all Scheduled Contracts, including all amendments and supplements thereto, have been delivered or made available to Parentoral.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter or as disclosed in the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the such Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “"Scheduled Contract”"), as of the date hereof, neither Company nor any of its the Company Subsidiaries is a party or otherwise subject to (other than purchase or sales orders entered into in the ordinary course):to: (a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its the Company Subsidiaries and is not terminable by Company or any of its the Company Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its the Company Subsidiaries of $100,000 250,000 or more per annum; (b) any advertising, brokerage, distributorlicensing, dealership, representative or agency relationship or contract requiring payment by Company or any of its the Company Subsidiaries of $100,000 250,000 or more per annum; (c) any contract or agreement that restricts Company or any of its the Company Subsidiaries (or would restrict any Affiliate of Company or the Company Subsidiaries or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person or using or employing the services of any Person; (d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its the Company Subsidiaries in excess of $100,000 250,000 per annumannum other than (A) financing leases entered into in the ordinary course of business in which Company or the Company Subsidiaries is lessor and (B) leases of real property presently used by the Company Subsidiaries as offices or other facilities; (e) any material license mortgage, pledge, conditional sales contract, security agreement, option, or any other similar agreement granting with respect to any right to use interest of Company or practice any right under any material Intellectual Property the Company Subsidiaries (whether other than as licensor mortgagor or licensee), excluding pledgor in the ordinary course of its banking business customer contractsor as mortgagee, secured party or deed of trust beneficiary in the ordinary course of its banking business or as security for deposits of Governmental Entities in the ordinary course of its banking business) in personal property having a value of $250,000 or more; (f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality agreements; (g) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or any of its the Company Subsidiaries; (hg) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 500,000 or more; (ih) other than agreements entered into in the ordinary course of business, including sales of other real estate owned, any agreement for the sale of any material property or assets in which Company or any of its the Company Subsidiaries has an ownership interest or for the grant of any Encumbrance on preferential right to purchase any such property or asset; (ji) any agreement for the borrowing of any money (other than liabilities or interbank borrowings made in the ordinary course of its banking business and reflected in the financial records of Company or the Company Subsidiaries); (j) any guaranty agreementguarantee or indemnification which involves the sum of $250,000 or more, other than letters of credit or loan commitments issued in the normal course of business; (k) any partnership or joint venture agreement, excluding reseller agreements, referral agent agreements and VARs; (l) any material agreement which would be terminable other than by Company or any of its the Company Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement; or; (ml) any contract of participation with any other than agreements entered into bank in any loan in excess of $1 million or any sales of assets of Company or the Company Subsidiaries with recourse of any kind to Company or the Company Subsidiaries except the sale of mortgage loans, servicing rights, repurchase or reverse repurchase agreements, securities or other financial transactions in the ordinary course of business, ; (m) any agreement providing for the sale or servicing of any loan or other asset which constitutes a "recourse arrangement" under applicable regulation or policy promulgated by a Governmental Entity (except for agreements for the sale of guaranteed portions of loans guaranteed in part by the U.S. Small Business Administration and related servicing agreements); (n) any contract relating to the provision of data processing services to Company or the Company Subsidiaries which provides for payments in excess of $250,000 per annum; or (o) any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $100,000 250,000 or more to or by Company or any the Company Subsidiaries other than payments made under or pursuant to loan agreements, letters of its Subsidiaries. Each Scheduled Contract is credit and participation agreements entered into in full force and effectthe ordinary course of business. Complete copies of all Scheduled Contracts, including all amendments and supplements thereto, have been delivered or made available to Parent.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter or as disclosed in the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the such Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor any of its the Company Subsidiaries is a party or otherwise subject to (other than purchase or sales orders entered into in the ordinary course):to: (a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its Subsidiaries and is not terminable by Company or any of its Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its Subsidiaries of $100,000 or more per annumcontract; (b) any advertising, brokerage, distributorlicensing, dealership, representative or agency relationship or contract requiring payment by Company or any of its the Company Subsidiaries of $100,000 250,000 or more per annum; (c) any contract or agreement that restricts Company or any of its the Company Subsidiaries (or would restrict any Affiliate of Company or the Company Subsidiaries or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person or using or employing the services of any Person; (d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its the Company Subsidiaries in excess of $100,000 250,000 per annumannum other than (A) financing leases entered into in the ordinary course of business in which Company or the Company Subsidiaries is lessor and (B) leases of real property presently used by the Company Subsidiaries as offices or other facilities; (e) any material license mortgage, pledge, conditional sales contract, security agreement, option, or any other similar agreement granting with respect to any right to use interest of Company or practice any right under any material Intellectual Property the Company Subsidiaries (whether other than as licensor mortgagor or licensee), excluding pledgor in the ordinary course of its banking business customer contractsor as mortgagee, secured party or deed of trust beneficiary in the ordinary course of its banking business or as security for deposits of Governmental Entities in the ordinary course of its banking business) in personal property having a value of $250,000 or more; (f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality agreements; (g) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or the Company Subsidiaries (including without limitation any agreement, plan or arrangement providing for the payment of its Subsidiariesany compensation or benefits following a change-of-control with respect to Company, whether or not subject to further triggering events); (hg) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 250,000 or more; (ih) other than agreements entered into in the ordinary course of business, including sales of other real estate owned, any agreement for the sale of any material property or assets in which Company or any of its the Company Subsidiaries has an ownership interest which is of material significance to the operations of the Company or the Bank or for the grant of any Encumbrance on preferential right to purchase any such property or asset; (ji) any agreement for the borrowing of any money (other than (i) liabilities or interbank borrowings made in the ordinary course of its banking business and reflected or to be reflected in the financial records of Company or the Company Subsidiaries, (ii) short-term borrowings (including refinancings thereof) made at then prevailing market rates and terms consistent with prior practice and (iii) indebtedness of the Company or any guaranty agreementof its wholly-owned Subsidiaries to the Company or any of its wholly-owned Subsidiaries); (j) any guarantee or indemnification which involves the sum of $250,000 or more, other than letters of credit or loan commitments issued in the normal course of business and customary director, officer and employee indemnification provisions; (k) any partnership or joint venture agreement, excluding reseller agreements, referral agent agreements and VARs; (l) any material agreement which would be terminable other than by Company or any of its the Company Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement; or; (ml) any contract of participation with any other than agreements entered into bank in any loan in excess of $1 million or any sales of assets of Company or the Company Subsidiaries with recourse of any kind to Company or the Company Subsidiaries except the sale of mortgage loans, servicing rights, repurchase or reverse repurchase agreements, securities or other financial transactions in the ordinary course of business, ; (m) any agreement providing for the sale or servicing of any loan or other asset which constitutes a “recourse arrangement” under applicable regulation or policy promulgated by a Governmental Entity (except for agreements for the sale of guaranteed portions of loans guaranteed in part by the U.S. Small Business Administration and related servicing agreements); (n) any contract relating to the provision of data processing services to Company or the Company Subsidiaries which provides for payments which in the aggregate (including any cancellation or termination payments or the effect of any required minimum notice periods prior to cancellation or termination) exceed $500,000; (o) any contract or commitment to purchase or sell bulk packages of mortgage servicing rights; or (p) any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $100,000 250,000 per annum or more to or by Company or any the Company Subsidiaries other than payments made under or pursuant to loan agreements, letters of its Subsidiaries. Each Scheduled Contract is credit and participation agreements entered into in full force and effectthe ordinary course of business. Complete copies of all Scheduled Contracts, including all amendments and supplements thereto, entered into on or before the date hereof have been delivered or made available to Parent.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the such Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “Company Scheduled Contract”), as of and except for any contract, agreement or plan being transferred to or assumed by the date hereofapplicable purchaser pursuant to the Asset Purchase Agreement or the AHM Purchase Agreement, neither the Company nor any of its the Company Subsidiaries is a party or otherwise subject to (other than purchase or sales orders entered into in the ordinary course):to: (a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its Subsidiaries and is not terminable by Company or any of its Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its Subsidiaries of $100,000 or more per annumcontract; (b) any advertising, brokerage, distributor, representative or agency relationship or contract requiring payment by Company or any of its Subsidiaries of $100,000 or more per annum; (c) any contract or agreement that restricts the Company or any of its the Company Subsidiaries (or would restrict any Affiliate of the Company or the Company Subsidiaries or the Surviving Corporation Entity (including the Merger Sub and its the Company Subsidiaries) after the Effective Time of the MergerTime) from competing in any line of business with any Person or using or employing the services of any Person. As used herein, “Affiliate” of, or a Person “Affiliated” with, a specified Person(s) is a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person(s) specified; (c) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which the Company or any Company Subsidiary is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary and usual course of business and transactions in “federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Effective Time to the Parent or any Subsidiary of the Parent; (d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its Subsidiaries in excess of $100,000 per annum; agreement (e) any material license agreement granting any right to use or practice any right under any material Intellectual Property (whether as licensor or licensee)including consulting, excluding ordinary course of business customer contracts; (f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third partysystems, excluding customer contracts in ordinary course of business and confidentiality agreements; (g) any stock purchasesoftware, stock optionATM, stock bonusnetwork, stock ownershiptelephone, profit sharingcommunications, group insurancedata processing, bonusreporting, deferred compensationarmored transportation, severance payguard, pensionsecurity, retirementsecurity monitoring, savings janitorial, landscaping, maintenance, credit card, check printing, marketing or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or any of its Subsidiaries; (hservice agreements) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 or more; (i) other than agreements entered into in the ordinary course of business, any agreement for the sale of any material property or assets in which Company or any of its Subsidiaries has an ownership interest or for the grant of any Encumbrance on any such property or asset; (j) any agreement for the borrowing of any money and any guaranty agreement; (k) any partnership or joint venture agreement, excluding reseller agreements, referral agent agreements and VARs; (l) any material agreement which would be terminable other than by Company or any of its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement; or (m) other than agreements entered into in the ordinary course of business, any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $100,000 150,000 per annum or more to or by the Company or the Company Subsidiaries other than payments made under or pursuant to loan agreements, letters of credit, participation agreements, investment securities or borrowings entered into in the ordinary and usual course of business; and (e) any contract or agreement involving the ownership or license of its Subsidiaries. Each Scheduled Contract is Intellectual Property, other than shrink wrap licenses for business productivity software having licenses and maintenance fees that in full force and effectthe aggregate total less than $150,000. Complete copies of all Company Scheduled Contracts, including all amendments and supplements thereto, entered into on or before the date hereof have been delivered or made available to the Parent.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter or as disclosed in the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the such Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor any of its the Company Subsidiaries is a party or otherwise subject to (other than purchase or sales orders entered into in the ordinary course):to: (a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its the Company Subsidiaries and is not terminable by Company or any of its the Company Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its the Company Subsidiaries of $100,000 250,000 or more per annum; (b) any advertising, brokerage, distributorlicensing, dealership, representative or agency relationship or contract requiring payment by Company or any of its the Company Subsidiaries of $100,000 250,000 or more per annum; (c) any contract or agreement that restricts Company or any of its the Company Subsidiaries (or would restrict any Affiliate of Company or the Company Subsidiaries or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person or using or employing the services of any Person; (d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its the Company Subsidiaries in excess of $100,000 250,000 per annumannum other than (A) financing leases entered into in the ordinary course of business in which Company or the Company Subsidiaries is lessor and (B) leases of real property presently used by the Company Subsidiaries as offices or other facilities; (e) any material license mortgage, pledge, conditional sales contract, security agreement, option, or any other similar agreement granting with respect to any right to use interest of Company or practice any right under any material Intellectual Property the Company Subsidiaries (whether other than as licensor mortgagor or licensee), excluding pledgor in the ordinary course of its banking business customer contractsor as mortgagee, secured party or deed of trust beneficiary in the ordinary course of its banking business or as security for deposits of Governmental Entities in the ordinary course of its banking business) in personal property having a value of $250,000 or more; (f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality agreements; (g) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or any of its the Company Subsidiaries; (hg) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 500,000 or more; (ih) other than agreements entered into in the ordinary course of business, including sales of other real estate owned, any agreement for the sale of any material property or assets in which Company or any of its the Company Subsidiaries has an ownership interest or for the grant of any Encumbrance on preferential right to purchase any such property or asset; (ji) any agreement for the borrowing of any money (other than liabilities or interbank borrowings made in the ordinary course of its banking business and reflected in the financial records of Company or the Company Subsidiaries); (j) any guaranty agreementguarantee or indemnification which involves the sum of $250,000 or more, other than letters of credit or loan commitments issued in the normal course of business; (k) any partnership or joint venture agreement, excluding reseller agreements, referral agent agreements and VARs; (l) any material agreement which would be terminable other than by Company or any of its the Company Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement; or; (ml) any contract of participation with any other than agreements entered into bank in any loan in excess of $1 million or any sales of assets of Company or the Company Subsidiaries with recourse of any kind to Company or the Company Subsidiaries except the sale of mortgage loans, servicing rights, repurchase or reverse repurchase agreements, securities or other financial transactions in the ordinary course of business, ; (m) any agreement providing for the sale or servicing of any loan or other asset which constitutes a “recourse arrangement” under applicable regulation or policy promulgated by a Governmental Entity (except for agreements for the sale of guaranteed portions of loans guaranteed in part by the U.S. Small Business Administration and related servicing agreements); (n) any contract relating to the provision of data processing services to Company or the Company Subsidiaries which provides for payments in excess of $250,000 per annum; or (o) any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $100,000 250,000 or more to or by Company or any the Company Subsidiaries other than payments made under or pursuant to loan agreements, letters of its Subsidiaries. Each Scheduled Contract is credit and participation agreements entered into in full force and effectthe ordinary course of business. Complete copies of all Scheduled Contracts, including all amendments and supplements thereto, have been delivered or made available to Parent.