Common use of Material Contracts; Leases; Defaults Clause in Contracts

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1, neither FSBI nor any FSBI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI or any FSBI Subsidiary, except for “at will” arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI or any FSBI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI or any FSBI Subsidiary; (v) 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 FSBI or any FSBI 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 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 Closing Date to PFS or any PFS Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI or any FSBI Subsidiary for the payment of more than $100,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE BSFI Disclosure Schedule 4.9.1, neither FSBI BSFI nor any FSBI BSFI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI BSFI or any FSBI BSFI Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI BSFI or any FSBI BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI BSFI or any FSBI BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI BSFI or any FSBI BSFI Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI BSFI or any FSBI BSFI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS BSFI or any PFS BSFI Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates FSBI BSFI or any FSBI BSFI Subsidiary for the payment of more than $100,000 annually25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI BSFI or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)BSFI Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE Beacon Federal Disclosure Schedule 4.9.1, neither FSBI Beacon Federal nor any FSBI Beacon Federal Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI Beacon Federal or any FSBI Beacon Federal Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI Beacon Federal or any FSBI Beacon Federal Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI Beacon Federal or any FSBI Beacon Federal Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI Beacon Federal or any FSBI Beacon Federal Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS Beacon Federal or any PFS Beacon Federal Subsidiary; (viv) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI Beacon Federal or any FSBI Beacon Federal Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 annuallyover its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI Beacon Federal or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)Beacon Federal Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI DISCLOSURE SCHEDULE HNC Disclosure Schedule 4.9.1, neither FSBI HNC nor any FSBI HNC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI HNC or any FSBI HNC Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI HNC or any FSBI HNC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI HNC or any FSBI HNC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI HNC or any FSBI HNC Subsidiary; (v) 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 FSBI HNC or any FSBI HNC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS FNFG or any PFS FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI HNC or any FSBI HNC Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 annually; over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI HNC or any FSBI HNC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1Brooklyn Disclosure Schedule 3.08, neither FSBI Brooklyn MHC, Brooklyn Bancorp nor any FSBI Brooklyn Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI or any FSBI Subsidiaryemployee, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI or any FSBI Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiaryemployees; (iv) any agreement which by its terms limits the payment of dividends by FSBI Brooklyn Bancorp or any FSBI Brooklyn Subsidiary; (v) 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 FSBI Brooklyn Bancorp or any FSBI Brooklyn Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS Investors Bancorp or any PFS Investors Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI Brooklyn MHC, Brooklyn Bancorp or any FSBI Brooklyn Subsidiary for the payment of more than $100,000 annually; 25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI Brooklyn Bancorp or any FSBI Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI HRB DISCLOSURE SCHEDULE 4.9.1, neither FSBI HRB nor any FSBI HRB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI HRB or any FSBI HRB Subsidiary, except for “"at will” " arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI HRB or any FSBI HRB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI HRB or any FSBI HRB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI HRB or any FSBI HRB Subsidiary; (v) 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 FSBI HRB or any FSBI HRB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ ' acceptances, and “"treasury tax and loan” " accounts and transactions in "federal funds" in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS FNFG or any PFS FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI HRB or any FSBI HRB Subsidiary for the payment of more than $100,000 annually; 50,000 annually or for the payment of more than $150,000 over its remaining term, which is not terminable without cause on 60 days' or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI HRB or any FSBI HRB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE Legacy Disclosure Schedule 4.9.1, neither FSBI Legacy nor any FSBI Legacy Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI Legacy or any FSBI Legacy Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI Legacy or any FSBI Legacy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI Legacy or any FSBI Legacy Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI Legacy or any FSBI Legacy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI Legacy or any FSBI Legacy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS Legacy or any PFS Legacy Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI Legacy or any FSBI Legacy Subsidiary for the payment of more than $100,000 annually30,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI Legacy or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)Legacy Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE Rome Disclosure Schedule 4.9.1, neither FSBI Rome nor any FSBI Rome Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI Rome or any FSBI Rome Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI Rome or any FSBI Rome Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI Rome or any FSBI Rome Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI Rome or any FSBI Rome Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI Rome or any FSBI Rome Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS Rome or any PFS Rome Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI Rome or any FSBI Rome Subsidiary for the payment of more than $100,000 annually30,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI Rome or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)Rome Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI GLB DISCLOSURE SCHEDULE 4.9.1, neither FSBI GLB nor any FSBI GLB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI GLB or any FSBI GLB Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI GLB or any FSBI GLB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI GLB or any FSBI GLB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI GLB or any FSBI GLB Subsidiary; (v) 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 FSBI GLB or any FSBI GLB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS FNFG or any PFS FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI GLB or any FSBI GLB Subsidiary for the payment of more than $50,000 annually or for the payment of more than $100,000 annually; over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI GLB or any FSBI GLB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI LIFC DISCLOSURE SCHEDULE 4.9.1, neither FSBI LIFC nor any FSBI LIFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI LIFC or any FSBI LIFC Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI LIFC or any FSBI LIFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI LIFC or any FSBI LIFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI LIFC or any FSBI LIFC Subsidiary; (v) 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 FSBI LIFC or any FSBI LIFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ ' acceptances, and “"treasury tax and loan” " accounts and transactions in "federal funds" in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS NYB or any PFS NYB Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI LIFC or any FSBI LIFC Subsidiary for the payment of more than $25,000 annually or for the payment of more than $100,000 annually; over its remaining term, which is not terminable without cause on 60 days' or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI LIFC or any FSBI LIFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.14.8.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1Company Disclosure Schedule 4.8.1, neither FSBI the Company nor any FSBI Company Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director director, employee or employee independent contractor of FSBI the Company or any FSBI Company Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (iib) any plan agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants applicable to the Company or any past or present Company director or employee; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees independent contractors of FSBI the Company or any FSBI Company Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of FSBI the Company or any FSBI Company Subsidiary; (ive) any agreement which by its terms limits the payment of dividends by FSBI the Company or any FSBI Company Subsidiary; (vf) 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 FSBI the Company or any FSBI Company Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS the Parent or any PFS Parent Subsidiary; (vig) any other agreement, written or oral, that obligates FSBI the Company or any FSBI Company Subsidiary for the payment of more than $100,000 annually; 50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (viiother than agreements for commercially available “off-the-shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI the Company or any FSBI Subsidiary Company Subsidiary; (it being understood that i) any noncontract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-compete dealer or similar provision shall be deemed material)investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other contract which is material to the business, operations or financial condition of the Company or a Company Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1Previously Disclosed, neither FSBI Roma MHC, Roma Financial nor any FSBI Roma Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI or any FSBI Subsidiaryemployee, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI or any FSBI Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiaryemployees; (iv) any agreement which by its terms limits the payment of dividends by FSBI Roma Financial or any FSBI Roma Subsidiary; (v) 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 FSBI Roma Financial or any FSBI Roma Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS Investors Bancorp or any PFS Investors Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI Roma MHC, Roma Financial or any FSBI Roma Subsidiary for the payment of more than $100,000 annually; annually or for the payment of more than $150,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI Roma Financial or any FSBI Roma Subsidiary other than generally applicable regulatory restrictions (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE FCB Disclosure Schedule 4.9.1, neither FSBI FCB nor any FSBI FCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI FCB or any FSBI FCB Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI FCB or any FSBI FCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI FCB or any FSBI FCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI FCB or any FSBI FCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI FCB or any FSBI FCB Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS FCB or any PFS FCB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI FCB or any FSBI FCB Subsidiary for the payment of more than $100,000 annually30,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI FCB or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)FCB Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1on Riverview Disclosure Schedule 4.8(a), neither FSBI Riverview nor any FSBI Riverview Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI Riverview or any FSBI Riverview Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI Riverview or any FSBI Riverview Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employees of FSBI Riverview or any FSBI Riverview Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI Riverview or any FSBI Riverview Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI Riverview or any FSBI Riverview Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreementsFRB Paycheck Protection Program Liquidity Facility borrowings, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to PFS or any PFS SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates FSBI Riverview or any FSBI Riverview Subsidiary for the payment of more than Fifty Thousand Dollars ($100,000 annually50,000) annually or for the payment of more than One Hundred Thousand Dollars ($100,000) over its remaining term, which is not terminable without cause on sixty (60) days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software); or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI Riverview or any FSBI Riverview Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material); (viii) any Contract between or among Riverview or any of its Subsidiaries or Affiliates; (ix) any Contract involving Intellectual Property (excluding generally commercially available “off the shelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any Contract relating to the provision of data processing, network communications or other technical services to or by Riverview or any of its Subsidiaries; (xi) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar arrangement or agreement; (xii) any Contract that provides any rights to investors in Riverview, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Riverview Board of Directors; (xiii) any Contract that provides for potential material indemnification payments by Riverview or any of its Subsidiaries; (xiv) any Contract or understanding with a labor union, in each case whether written or oral; (xv) any Contract that grants any right of first refusal, right first offer or similar right with respect to any material assets, rights or properties of Riverview or its Subsidiaries; (xvi) any Contract which is a merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Governmental Authority in connection with the acquisition of a depository institution, or similar agreement that has indemnification, earn-out or other obligations that continue in effect after the date of this Agreement; or (xvii) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K).

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1the Disclosure Letter, neither FSBI Seller nor any FSBI Seller Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI Seller or any FSBI Seller Subsidiary, except for “"at will” " arrangements; (ii) any plan or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors or employees of FSBI Seller or any FSBI Seller Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI Seller or any FSBI Seller Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI Seller or any FSBI Seller Subsidiary; (v) 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 FSBI Seller or any FSBI Seller 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 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 Closing Date to PFS Purchaser or any PFS Purchaser Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days' notice, that obligates FSBI Seller or any FSBI Seller Subsidiary for the payment of more than $100,000 25,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI Seller or any FSBI Seller Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1the Disclosure Letter, neither FSBI Seller nor any FSBI Seller Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI Seller or any FSBI Seller Subsidiary, except for “at will” arrangements; (ii) any plan or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors or employees of FSBI Seller or any FSBI Seller Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI Seller or any FSBI Seller Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI Seller or any FSBI Seller Subsidiary; (v) 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 FSBI Seller or any FSBI Seller 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 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 Closing Date to PFS Purchaser or any PFS Purchaser Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days’ notice, that obligates FSBI Seller or any FSBI Seller Subsidiary for the payment of more than $100,000 25,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI Seller or any FSBI Seller Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI DISCLOSURE SCHEDULE CNB Disclosure Schedule 4.9.1, neither FSBI CNB nor any FSBI CNB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI CNB or any FSBI CNB Subsidiary, except for “at will” arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI CNB or any FSBI CNB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI CNB or any FSBI CNB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI CNB or any FSBI CNB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI CNB or any FSBI CNB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other material non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS CNB or any PFS CNB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates FSBI CNB or any FSBI CNB Subsidiary for the payment of more than $100,000 annually25,000 annually or for the payment of more than $25,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI CNB or any FSBI CNB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.14.8.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1RBPI Disclosure Schedule 4.8.1, neither FSBI RBPI nor any FSBI RBPI Subsidiary is a party to to, bound by or subject to: to any agreement, contract, instrument, plan, arrangement, commitment or understanding (iwhether written or oral): (a) any with respect to the employment, consulting consulting, severance, retention, “change in control” or severance contract with termination of any past or present officer, director director, manager, member, partner, employee or employee independent contractor of FSBI RBPI or any FSBI RBPI Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control), except for “at will” arrangements; (iib) containing provisions relating to non‑competition, employee non‑solicitation, customer or client non‑solicitation or no‑piracy, or otherwise restricting or limiting the conduct of business by RBPI or any plan RBPI Subsidiary (other than this Agreement), or contract granting any right of first refusal, right of first offer or similar right with respect to material assets of RBPI or any RBPI Subsidiary or limiting (or purporting to limit) the ability of RBPI or any RBPI Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (c) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, managers, members, partners, employees or employees independent contractors of FSBI RBPI or any FSBI RBPI Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of FSBI RBPI or any FSBI RBPI Subsidiary; (ive) any agreement which by its terms limits the payment of dividends by FSBI RBPI or any FSBI RBPI Subsidiary; (vf) 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 FSBI RBPI or any FSBI RBPI Subsidiary is an obligor to any person, except those which instrument evidences evidence or relates relate to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains in each case established in the Ordinary Course of Business; (g) containing 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 Closing Date to PFS BMBC or any PFS BMBC Subsidiary; (vih) any other agreement, written or oral, that obligates FSBI obligating RBPI or any FSBI RBPI Subsidiary for the payment of more than $100,000 annually50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off‑the‑shelf” software); (i) providing for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) relating to the lease for real property; (k) with any broker‑dealer or investment adviser; (l) with any investment company registered under the Investment Company Act of 1940; (m) with respect to any local clearing house or self‑regulatory organization; (n) with respect to the settlement of any litigation or other adversarial proceeding; or (viio) any agreement (other than this Agreement)required to be filed on RBPI’s Annual Report on Form 10‑K for the year ended December 31, contract2015 or for the year ended December 31, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)2016.

Material Contracts; Leases; Defaults. 4.9.14.8.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1DCB Disclosure Schedule 4.8.1, neither FSBI DCB nor any FSBI DCB Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material agreement with any past or present officer, director or employee of FSBI DCB or any FSBI DCB Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI DCB or any FSBI DCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI DCB or any FSBI DCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI DCB or any FSBI DCB Subsidiary; (v) 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 FSBI DCB or any FSBI DCB Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS Bridge Bancorp, BNB Bank or any PFS Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI DCB or any FSBI DCB Subsidiary for the payment of more than $100,000 annually; 150,000 annually or for the payment of more than $200,000 over its remaining term, which is not terminable with or without cause on 60 days’ or less notice without penalty or payment, (vii) that is a material intellectual property license or under which DCB or any DCB Subsidiary has licensed to others the right to use any intellectual property owned by DCB or any DCB Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for DCB or any DCB Subsidiary other than through customization tools made available by the applicable licensor, (viii) that provides any rights to shareholders of DCB, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to DCB’s or any DCB Subsidiary’s Board of Directors or (viiix) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI DCB or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)DCB Subsidiary.

Material Contracts; Leases; Defaults. 4.9.14.8.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1CNB Disclosure Schedule 4.8.1, neither FSBI nor any FSBI Subsidiary CNB is not a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material agreement with any past or present officer, director or employee of FSBI or any FSBI SubsidiaryCNB, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI or any FSBI SubsidiaryCNB; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI SubsidiaryCNB; (iv) any agreement which by its terms limits the payment of dividends by FSBI or any FSBI SubsidiaryCNB; (v) 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 FSBI or any FSBI Subsidiary CNB is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS Bridge Bancorp, Bridge Bank or any PFS Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI or any FSBI Subsidiary CNB for the payment of more than $100,000 annually; 25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI or any FSBI Subsidiary CNB (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE on SWNB Disclosure Schedule 4.9.1, neither FSBI SWNB nor any FSBI SWNB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI SWNB or any FSBI SWNB Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI SWNB or any FSBI SWNB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI SWNB or any FSBI SWNB Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $250,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI SWNB or any FSBI SWNB Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which that contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to PFS SWNB or any PFS SWNB Subsidiary; (viv) any other agreement, written or oral, that is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI SWNB or any FSBI SWNB Subsidiary for the payment of more than $100,000 annually30,000 annually or for the payment of more than $50,000 over its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI SWNB or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)SWNB Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE Commerce Disclosure Schedule 4.9.1, neither FSBI Commerce nor any FSBI Commerce Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI Commerce or any FSBI Commerce Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI Commerce or any FSBI Commerce Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI Commerce or any FSBI Commerce Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI Commerce or any FSBI Commerce Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI Commerce or any FSBI Commerce Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS Commerce or any PFS Commerce Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI Commerce or any FSBI Commerce Subsidiary for the payment of more than $60,000 annually or for the payment of more than $100,000 annuallyover its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI Commerce or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)Commerce Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE ALFC Disclosure Schedule 4.9.1, neither FSBI ALFC nor any FSBI ALFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI ALFC or any FSBI ALFC Subsidiary, except for “at will” arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI ALFC or any FSBI ALFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI ALFC or any FSBI ALFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI ALFC or any FSBI ALFC Subsidiary; (v) 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 FSBI ALFC or any FSBI ALFC 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 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 Closing Date to PFS FFC or any PFS FFC Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days’ notice, that obligates FSBI ALFC or any FSBI ALFC Subsidiary for the payment of more than $100,000 25,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI ALFC or any FSBI ALFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.14.8.1. Except as set forth in FSBI CLFC DISCLOSURE SCHEDULE 4.9.14.8.1, neither FSBI CLFC nor any FSBI CLFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI CLFC or any FSBI CLFC Subsidiary, except for “"at will” " arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI CLFC or any FSBI CLFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI CLFC or any FSBI CLFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI CLFC or any FSBI CLFC Subsidiary; (v) 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 FSBI CLFC or any FSBI CLFC 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 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 Closing Date to PFS First Clover Leaf Financial or any PFS First Clover Leaf Financial Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI CLFC or any FSBI CLFC Subsidiary for the payment of more than $100,000 20,000 annually; or (vii) any agreement (other than this Agreement)agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI CLFC or any FSBI CLFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI GCB DISCLOSURE SCHEDULE 4.9.1, neither FSBI GCB nor any FSBI GCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI GCB or any FSBI GCB Subsidiary, except for “"at will” " arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI GCB or any FSBI GCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI GCB or any FSBI GCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI GCB or any FSBI GCB Subsidiary; (v) 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 FSBI GCB or any FSBI GCB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ ' acceptances, and “"treasury tax and loan” " accounts and transactions in "federal funds" in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS OFC or any PFS OFC Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI GCB or any FSBI GCB Subsidiary for the payment of more than $100,000 annually; 25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days' or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI GCB or any FSBI GCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. (a) Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1Previously Disclosed, neither FSBI Roma MHC, Roma Financial nor any FSBI Roma Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI or any FSBI Subsidiaryemployee, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI or any FSBI Subsidiaryemployees; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiaryemployees; (iv) any agreement which by its terms limits the payment of dividends by FSBI Roma Financial or any FSBI Roma Subsidiary; (v) 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 FSBI Roma Financial or any FSBI Roma Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS Investors Bancorp or any PFS Investors Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI Roma MHC, Roma Financial or any FSBI Roma Subsidiary for the payment of more than $100,000 annually; annually or for the payment of more than $150,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI Roma Financial or any FSBI Roma Subsidiary other than generally applicable regulatory restrictions (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI GCB DISCLOSURE SCHEDULE 4.9.1, neither FSBI GCB nor any FSBI GCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI GCB or any FSBI GCB Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI GCB or any FSBI GCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI GCB or any FSBI GCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI GCB or any FSBI GCB Subsidiary; (v) 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 FSBI GCB or any FSBI GCB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS OFC or any PFS OFC Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI GCB or any FSBI GCB Subsidiary for the payment of more than $100,000 annually; 25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI GCB or any FSBI GCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE on First West Virginia Disclosure Schedule 4.9.1, neither FSBI First West Virginia nor any FSBI First West Virginia Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director director, employee or employee consultant of FSBI First West Virginia or any FSBI First West Virginia Subsidiary, except for “at will” arrangements; (ii) any plan plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of FSBI First West Virginia or any FSBI First West Virginia Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI First West Virginia or any FSBI First West Virginia Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI First West Virginia or any FSBI First West Virginia Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which that contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to PFS First West Virginia or any PFS First West Virginia Subsidiary; (viv) any other agreement, written or oral, that is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates FSBI First West Virginia or any FSBI First West Virginia Subsidiary for the payment of more than $100,000 annually30,000 annually or for the payment of more than $50,000 over its remaining term; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by FSBI First West Virginia or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material)First West Virginia Subsidiary.

Material Contracts; Leases; Defaults. 4.9.14.8.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1FNBNY Disclosure Schedule 4.8.1, neither FSBI FNBNY nor any FSBI FNBNY Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material agreement with any past or present officer, director or employee of FSBI FNBNY or any FSBI FNBNY Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for Table of Contents bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI FNBNY or any FSBI FNBNY Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI FNBNY or any FSBI FNBNY Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI FNBNY or any FSBI FNBNY Subsidiary, other than the OCC Agreement; (v) 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 FSBI FNBNY or any FSBI FNBNY Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS Bridge Bancorp or any PFS Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI FNBNY or any FSBI FNBNY Subsidiary for the payment of more than $100,000 annually; 15,000 annually or for the payment of more than $35,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement and the OCC Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI FNBNY or any FSBI FNBNY Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in FSBI DISCLOSURE SCHEDULE ALFC Disclosure Schedule 4.9.1, neither FSBI ALFC nor any FSBI ALFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI ALFC or any FSBI ALFC Subsidiary, except for “"at will” " arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI ALFC or any FSBI ALFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI ALFC or any FSBI ALFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI ALFC or any FSBI ALFC Subsidiary; (v) 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 FSBI ALFC or any FSBI ALFC 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 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 Closing Date to PFS FFC or any PFS FFC Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days' notice, that obligates FSBI ALFC or any FSBI ALFC Subsidiary for the payment of more than $100,000 25,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI ALFC or any FSBI ALFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI FCB DISCLOSURE SCHEDULE 4.9.1, neither FSBI FCB nor any FSBI FCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI FCB or any FSBI FCB Subsidiary, except for “"at will” " arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI FCB or any FSBI FCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI FCB or any FSBI FCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI FCB or any FSBI FCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI FCB or any FSBI FCB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other material non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS Fidelity Bankshares or any PFS Fidelity Bankshares Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days' notice or less without material penalty or payment, or that obligates FSBI FCB or any FSBI FCB Subsidiary for the payment of more than $100,000 annually25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI FCB or any FSBI FCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI DISCLOSURE SCHEDULE First Star Disclosure Schedule 4.9.1, neither FSBI First Star nor any FSBI First Star Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI First Star or any FSBI First Star Subsidiary, except for “at will” arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI First Star or any FSBI First Star Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI First Star or any FSBI First Star Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI First Star or any FSBI First Star Subsidiary; (v) 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 FSBI First Star or any FSBI First Star Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, 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 Closing Date to PFS ESSA or any PFS ESSA Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI First Star or any FSBI First Star Subsidiary for the payment of more than $100,000 annually; 25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI First Star or any FSBI First Star Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI TFC DISCLOSURE SCHEDULE 4.9.1, neither FSBI TFC nor any FSBI TFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of FSBI TFC or any FSBI TFC Subsidiary, except for “"at will” " arrangements; (ii) any plan plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI TFC or any FSBI TFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI TFC or any FSBI TFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI TFC or any FSBI TFC Subsidiary; (v) 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 FSBI TFC or any FSBI TFC 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 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 Closing Date to PFS FNFG or any PFS FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI TFC or any FSBI TFC Subsidiary for the payment of more than $100,000 75,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI TFC or any FSBI TFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI DISCLOSURE SCHEDULE CNB Disclosure Schedule 4.9.1, neither FSBI CNB nor any FSBI CNB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI CNB or any FSBI CNB Subsidiary, except for “"at will” " arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI CNB or any FSBI CNB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI CNB or any FSBI CNB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI CNB or any FSBI CNB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI CNB or any FSBI CNB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other material non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS CNB or any PFS CNB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days' notice or less without penalty or payment, or that obligates FSBI CNB or any FSBI CNB Subsidiary for the payment of more than $100,000 annually25,000 annually or for the payment of more than $25,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI CNB or any FSBI CNB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI WCBI DISCLOSURE SCHEDULE 4.9.1, neither FSBI WCBI nor any FSBI WCBI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI WCBI or any FSBI WCBI Subsidiary, except for “"at will” " arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI WCBI or any FSBI WCBI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI WCBI or any FSBI WCBI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by FSBI WCBI or any FSBI WCBI Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which FSBI WCBI or any FSBI WCBI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advancesadvances with a term to maturity not in excess of one year, repurchase agreements, bankers’ ' acceptances, and “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other material non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS PBI or any PFS PBI Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days' notice or less without material penalty or payment, or that obligates FSBI WCBI or any FSBI WCBI Subsidiary for the payment of more than $100,000 annually50,000 annually or for the payment of more than $150,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI WCBI or any FSBI WCBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI FMBT DISCLOSURE SCHEDULE 4.9.1, neither FSBI FMBT nor any FSBI FMBT Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI FMBT or any FSBI FMBT Subsidiary, except for “at will” arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of FSBI FMBT or any FSBI FMBT Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI FMBT or any FSBI FMBT Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI FMBT or any FSBI FMBT Subsidiary; (v) 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 FSBI FMBT or any FSBI FMBT 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 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 Closing Date to PFS or any PFS Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI FMBT or any FSBI FMBT Subsidiary for the payment of more than $100,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSBI FMBT or any FSBI FMBT Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).