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

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in RBPI Disclosure Schedule 4.8.1, neither RBPI nor any RBPI Subsidiary is a party to, bound by or subject to any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): (a) with respect to the employment, consulting, severance, retention, “change in control” or termination of any past or present officer, director, manager, member, partner, employee or independent contractor of RBPI or any 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; (b) 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 RBPI Subsidiary (other than this Agreement), or 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 arrangements for or with any past or present officers, directors, managers, members, partners, employees or independent contractors of RBPI or any RBPI Subsidiary; (d) with any labor union relating to employees of RBPI or any RBPI Subsidiary; (e) which by its terms limits the payment of dividends by RBPI or any RBPI Subsidiary; (f) evidencing or related to 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 RBPI or any RBPI Subsidiary is an obligor to any person, except those which evidence or relate to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” 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 BMBC or any BMBC Subsidiary; (h) obligating RBPI or any RBPI Subsidiary 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); (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 (o) required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, 2015 or for the year ended December 31, 2016.

Material Contracts; Leases; Defaults. 4.8.1. 4.9.1 Except as set forth in RBPI 1st Pacific Bancorp Disclosure Schedule 4.8.14.9.1, neither RBPI 1st Pacific Bancorp nor any RBPI Subsidiary 1st Pacific Bank is a party to, bound by to or subject to to: (i) any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): (a) with respect to the employment, consulting, severance, retention, “change in control” consulting or termination of severance contract or material arrangement with any past or present officer, director, manager, member, partner, director or employee of 1st Pacific Bancorp or independent contractor of RBPI or any 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)1st Pacific Bank, except for “at will” arrangements; (bii) containing provisions relating to non-competitionany plan, employee non-solicitation, customer material arrangement or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any RBPI Subsidiary (other than this Agreement), or 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) 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, managers, members, partners, directors or employees of 1st Pacific Bancorp or independent contractors of RBPI or any RBPI Subsidiary1st Pacific Bank; (diii) any collective bargaining agreement with any labor union relating to employees of RBPI 1st Pacific Bancorp or any RBPI Subsidiary1st Pacific Bank; (eiv) any agreement which by its terms limits the payment of dividends by RBPI 1st Pacific Bancorp or any RBPI Subsidiary1st Pacific Bank; (fv) 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 RBPI 1st Pacific Bancorp or any RBPI Subsidiary 1st Pacific Bank is an obligor to any person, except those which evidence instrument evidences or relate relates to indebtedness other than deposits, repurchase agreements, FHLB the Federal Reserve Bank advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the Ordinary Course ordinary course of Business; (g) containing business 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 BMBC FB Bancorp or any BMBC SubsidiaryFirst Business Bank; (hvi) obligating RBPI except for items listed on 1st Pacific Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by 1st Pacific Bank in the ordinary course of its business, any other agreement, written or any RBPI Subsidiary oral, that obligates 1st Pacific Bancorp or 1st Pacific Bank for the payment of more than $100,000 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 payment, or (vii) any agreement (other than agreements for commercially available “offthis Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by 1st Pacific Bancorp or 1st Pacific Bank (it being understood that any non-the-shelf” softwarecompete or similar provision shall be deemed material); (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 (o) required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, 2015 or for the year ended December 31, 2016.

Material Contracts; Leases; Defaults. 4.8.1. (i) Except as set forth in RBPI GCFC Disclosure Schedule 4.8.14.1(j)(i), neither RBPI GCFC nor any RBPI GCFC Subsidiary is a party to, bound by to or subject to to: (i) any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): (a) with respect to the employment, consulting, severance, retention, “change in control” consulting or termination of severance contract with any past or present officer, director, manager, member, partner, director or employee or independent contractor of RBPI GCFC or any RBPI GCFC 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; (bii) containing provisions relating to non-competition, employee non-solicitation, customer any plan or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any RBPI Subsidiary (other than this Agreement), or 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) contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, managers, members, partners, directors or employees or independent contractors of RBPI GCFC or any RBPI GCFC Subsidiary; (diii) any collective bargaining agreement with any labor union relating to employees of RBPI GCFC or any RBPI GCFC Subsidiary; (eiv) any agreement (other than this Agreement) which by its terms limits the payment of dividends by RBPI GCFC or any RBPI GCFC Subsidiary; (fv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of notes payable, including trust preferred obligations, purchase money obligationobligations, conditional sale, lease purchase, guaranty or otherwise, in respect of which RBPI GCFC or any RBPI GCFC Subsidiary is an obligor to any person, except those which evidence instrument evidences or relate relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ ' acceptances, and “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” in each case established in the Ordinary Course of Business; (g) containing " 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 BMBC IBT; (vi) any other agreement, written or oral, that obligates GCFC or any BMBC Subsidiary; (h) obligating RBPI or any RBPI GCFC Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ annually; or less notice without penalty or payment (vii) any agreement (other than agreements for commercially available “offthis Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by GCFC or any GCFC Subsidiary (it being understood that any non-the-shelf” softwarecompete or similar provision shall be deemed material); (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 (o) required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, 2015 or for the year ended December 31, 2016.

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in RBPI FKF Disclosure Schedule 4.8.1, neither RBPI FKF nor any RBPI FKF Subsidiary is a party to, bound by to or subject to any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): to: (a) with respect to the any employment, consulting, severance, retentionconsulting or severance contract, “change in control” or termination of contract or arrangement with any past or present officer, director, manager, member, partner, employee or independent contractor of RBPI FKF or any RBPI FKF 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; (b) containing provisions relating to non-competitionany plan, employee non-solicitation, customer arrangement or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any RBPI Subsidiary (other than this Agreement), or 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) contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, managers, members, partners, employees or independent contractors of RBPI FKF or any RBPI FKF Subsidiary; (dc) any collective bargaining agreement with any labor union relating to employees of RBPI FKF or any RBPI FKF Subsidiary; (ed) any agreement which by its terms limits the payment of dividends by RBPI FKF or any RBPI FKF Subsidiary; (fe) any instrument evidencing or related to 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 RBPI FKF or any RBPI FKF Subsidiary is an obligor to any person, except those which evidence instrument evidences or relate relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the Ordinary Course ordinary course of Business; (g) containing business 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 BMBC or any BMBC Subsidiary; (hf) obligating RBPI any other agreement, written or oral, that obligates FKF or any RBPI FKF Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ days or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (g) 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 FKF or any FKF Subsidiary; (ih) providing any contract, 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 might 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; (ji) relating to the any lease for real property; (kj) any contract or arrangement with any broker-dealer or investment adviser; (lk) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (ml) with respect to any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; (n) with respect to the settlement of any litigation or other adversarial proceeding; or (om) required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, 2015 or for the year ended December 31, 2016any other material agreement.

Material Contracts; Leases; Defaults. 4.8.1. (i) Except as set forth in RBPI FSSB Disclosure Schedule 4.8.14.1(i)(i), neither RBPI FSSB nor any RBPI FSSB Subsidiary is a party to, bound by to or subject to to: (i) any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): (a) with respect to the employment, consulting, severance, retention, “change in control” consulting or termination of severance contract with any past or present officer, director, manager, member, partner, director or employee or independent contractor of RBPI FSSB or any RBPI FSSB 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; (bii) containing provisions relating to non-competition, employee non-solicitation, customer any plan or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any RBPI Subsidiary (other than this Agreement), or 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) 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, managers, members, partners, directors or employees or independent contractors of RBPI FSSB or any RBPI FSSB Subsidiary; (diii) any collective bargaining agreement with any labor union relating to employees of RBPI FSSB or any RBPI FSSB Subsidiary; (eiv) any agreement (other than this Agreement) which by its terms limits the payment of dividends by RBPI FSSB or any RBPI FSSB Subsidiary; (fv) 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 RBPI FSSB or any RBPI FSSB Subsidiary is an obligor to any person, except those which evidence instrument evidences or relate relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ ' acceptances, and “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” in each case established in the Ordinary Course of Business; (g) containing " 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 BMBC Farmers or any BMBC SubsidiaryFarmers Entity; (hvi) obligating RBPI any other agreement, written or oral, that obligates FSSB or any RBPI FSSB Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ annually; or less notice without penalty or payment (vii) any agreement (other than agreements for commercially available “offthis Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FSSB or any FSSB Subsidiary (it being understood that any non-the-shelf” softwarecompete or similar provision shall be deemed material); (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 (o) required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, 2015 or for the year ended December 31, 2016.

Material Contracts; Leases; Defaults. 4.8.1. Except for this Agreement, and those agreements and other documents which have been filed as exhibits to FLBC's Securities Documents or set forth in RBPI Disclosure Schedule the FLBC DISCLOSURE SCHEDULE 4.8.1, neither RBPI FLBC nor any RBPI FLBC Subsidiary is a party to, bound by or subject to (i) any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): ) that is a "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K (aii) with respect to the employment, consulting, severance, retention, “change in control” or termination of any past or present officer, director, manager, member, partner, employee or independent contractor of RBPI or any 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; (b) 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 RBPI Subsidiary (other than this Agreement), or 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 arrangements for or with any past or present officers, directors, managers, members, partners, employees or independent contractors of RBPI or any RBPI Subsidiary; (d) collective bargaining agreement with any labor union relating to employees of RBPI FLBC or any RBPI FLBC Subsidiary; (eiii) any agreement which by its terms limits the payment of dividends by RBPI FLBC or any RBPI SubsidiarySBFL; (fiv) 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 RBPI FLBC or any RBPI FLBC Subsidiary is an obligor to any person, except those which evidence instrument evidences or relate relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ ' acceptances, and “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” in each case established in the Ordinary Course of Business; (g) containing " 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 BMBC FNFG or any BMBC FNFG Subsidiary; (hv) obligating RBPI or any RBPI Subsidiary 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 contract (other than agreements for commercially available “offthis Agreement) limiting the freedom, in any material respect, of FLBC or SBFL to engage in any type of banking or bank-the-shelf” software); (i) providing for payments related business which FLBC or benefits SBFL is permitted to engage 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 under applicable law as a result of the application date 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; this Agreement or (ovi) required to any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by FLBC or any FLBC Subsidiary (it being understood that any non-compete or similar provision shall be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, 2015 or for the year ended December 31, 2016deemed material).