Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. (a) Except as set forth on ------------------------- Schedule 2.10A, neither Seller nor any Seller Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or commitment (A) not made in the ordinary course of business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority); (v) any other contract or agreement which is a material contract within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (vi) any lease with annual rental payments aggregating $250,000 or more; or (vii) any agreement, commitment or arrangement to make any distribution or other payments to the Selling Stockholder. (b) Neither Seller nor any Seller Subsidiary is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on ------------------------- in Schedule 2.10A3.16, neither Seller North Penn nor any Seller Subsidiary of the North Penn Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) Any employment, severance or consulting contract or understanding (including any material agreementunderstandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, arrangement director or commitment employee, including in any such person’s capacity as a consultant (A) not made in the ordinary course other than those which either are terminable at will without any further amount being payable thereunder or as a result of business or (B) pursuant to which Seller such termination by North Penn or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarythe North Penn Subsidiaries); (ii) Any labor contract or agreement with any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)labor union; (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any Any contract containing covenants which limit the ability of Seller North Penn or any Seller Subsidiary of the North Penn Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which North Penn or any Seller Subsidiary of the North Penn Subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) Any agreement which by its terms limits the payment of dividends by North Penn or any applicable Regulatory Authority)of the North Penn Subsidiaries; (v) any Any lease or other contract agreements or agreement which is a material contract within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SECcontracts with annual payments aggregating $50,000 or more; (vi) any lease with annual rental payments aggregating $250,000 Any instrument evidencing or more; orrelated to borrowed money (other than as lender, deposits, FHLB advances or securities sold under agreement to repurchase) or that contain financial covenants or other restrictions (other than those relating to the payment of principal and interest when due); (vii) any Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates North Penn for the payment of $50,000 annually over its remaining term; (viii) Any other contract, agreement, commitment or arrangement to make any distribution understanding (whether or other payments not oral) that is material to the Selling Stockholder. (b) Neither Seller nor financial condition, results of operations or business of North Penn or any Seller Subsidiary is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a Material Adverse Effect on Seller and its North Penn Subsidiaries, taken as a whole; and (ix) Any other contract or agreement which would be required to be disclosed in reports filed by North Penn with the Securities and Exchange Commission (“SEC”), the Office of Thrift Supervision (“OTS”) or the Federal Deposit Insurance Corporation (“FDIC”). Collectively, those contracts or agreements listed on Schedule 3.16 are referred to herein as the “Contracts”. True and correct copies of Contracts have been provided to Xxxxxxx on or before the date hereof, as listed in the respective disclosure schedules and are in full force and effect on the date hereof. (b) There is not, under any Contract to which North Penn or any of the North Penn Subsidiaries is a party, any existing default or event of default, or any event which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which North Penn or any of the North Penn Subsidiaries is a party. (e) To the Knowledge of North Penn, there are no voting agreements or voting trusts among shareholders of North Penn relating to their ownership of North Penn Common Stock.

Commitments and Contracts. (a) Except as set forth on ------------------------- Schedule 2.10A3.10A, neither Seller Buyer nor any Seller Buyer Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreement, arrangement or commitment (A) not made in the ordinary course of business or (B) pursuant to which Seller Buyer or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Buyer Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Buyer Financial Statements relating to the borrowing of money by Seller Buyer or any Seller Buyer Subsidiary or the guarantee by Seller Buyer or any Seller Buyer Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Buyer Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants which limit the ability of Seller Buyer or any Seller Buyer Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller Buyer or any Seller Buyer Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority); (v) any other contract or agreement which is a material contract within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC;; or (vi) any lease with annual rental payments aggregating $250,000 or more; or (vii) any agreement, commitment or arrangement to make any distribution or other payments to the Selling Stockholder. (b) Neither Seller Buyer nor any Seller Buyer Subsidiary is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a Material Adverse Effect on Seller Buyer and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on ------------------------- Schedule 2.10A, neither Seller Bancshares nor any Seller Bancshares Subsidiary is a party or subject to any of the following (whether whe- ther written or oral, express or implied): (i) any material agreement, arrangement or commitment (A) not made in the ordinary course of business or (B) pursuant to which Seller Bancshares or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Bancshares Subsidiary; (ii) any agreement, indenture or other instrument in- strument not disclosed in the Seller Bancshares Financial Statements relating to the borrowing of money by Seller Bancshares or any Seller Bancshares Subsidiary or the guarantee gua- rantee by Seller Bancshares or any Seller Bancshares Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Banc- shares Subsidiary, such as deposits and deposits, Fed Funds borrowingsbor- rowings, hedges, swaps, repurchase agreements and other ordinary course money market transactions); (iii) any contract, agreement or understanding understand- ing with any labor union or collective bargaining organizationorganization relating to employees of Bancshares or Bancshares Subsidiaries; (iv) any contract containing covenants which materially limit the ability of Seller Bancshares or any Seller Bancshares Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in whichwhich Banc- shares or any Bancshares Subsidiary may carry on its business, or which materially limits the method by which, Seller which Bancshares or any Seller Bancshares Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory AuthorityAu- thority and other than with respect to any matter which is not material to Bancshares and its Subsid- iaries, taken as a whole); (v) any other contract or agreement which is a "material contract contract" within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC;; or (vi) any lease with annual rental payments aggregating $250,000 or more; or (vii) any agreement, commitment or arrangement to make any distribution or other payments to the Selling Stockholder. (b) Neither Seller Bancshares nor any Seller Bancshares Subsidiary is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default de- fault under any material agreement, commitment, arrangement, lease, insurance policy policy, or other instrument, whether entered into in the ordinary course of business or otherwise and whether wheth- er written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute con- stitute such a default, except, in all cases, where such default de- fault would not have a Material Adverse Effect material adverse effect on Seller the Condition of Bancshares and its Subsidiaries, taken as a whole.

Commitments and Contracts. Set forth in Disclosure Schedule 3.17, is a true and complete list of all of the material Contractual Obligations of Company and its Subsidiaries (except for or with respect to any Company or Company Subsidiary benefit plans referenced in Section 3.13), including without limitation, each of the following, to the extent material to the business of Company or any of its Subsidiaries: (a) Except as set forth on ------------------------- Schedule 2.10AAll collective bargaining agreements and other labor agreements; all employment or consulting agreements; and all other written plans, neither Seller nor any Seller Subsidiary is a party agreements, arrangements or subject practices which constitute compensation or benefits to any of the following directors, officers or employees of Company or any of its Subsidiaries, other than those identified pursuant to Section 3.13; (whether written b) All Contractual Obligations under which Company or oralany of its Subsidiaries would reasonably likely become obligated to pay any brokerage, express finder’s or implied):similar fees or expenses in connection with, or incur any severance pay or special compensation obligations which would become payable by reason of, this Agreement or the consummation of the transactions contemplated hereby; (c) All Contractual Obligations under which Company or any of its Subsidiaries are or will after the Closing be restricted from carrying on any business or other activities anywhere in the world; (d) Except for transactions in the investment portfolio of Company or its Subsidiaries in the ordinary course of business, all Contractual Obligations of Company or its Subsidiaries (including, without limitation, options) to: (i) sell or otherwise dispose of any material agreement, arrangement asset of Company or commitment (A) not made any of its Subsidiaries except in the ordinary course of business or (Bii) pursuant purchase or otherwise acquire any material property or properties or other assets except for purchase orders in the ordinary course of business and less than $100,000 in amount; (e) All Contractual Obligations under which Company or its Subsidiaries have any liability for debt or constituting or giving rise to a guarantee of any liability or obligation of any Person (other than any lease, any debt or intercompany advances between Company and its wholly-owned Subsidiaries), or under which Seller any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or obligation of Company or of its Subsidiaries (including, without limitation, partnership and joint venture agreements) other than any guarantee by Company or any of its Subsidiaries of any lease, or under which any material default could arise or material penalty or payment could be required in the event of any action or inaction of Company or any of its Subsidiaries other than any guarantee by Company or any of its Subsidiaries of any lease; (f) Any lease or other Contractual Obligation under which any tangible personal property having a cost or capital lease obligation in excess of $100,000 is held or used by Company or any of its Subsidiaries; (g) Any Contractual Obligation under which Company or any of its Subsidiaries is or may reasonably likely to become obligated to invest pay any amount in excess of $100,000 in respect of indemnification obligations or contribute capital purchase price adjustment provisions in connection with any (i) acquisition or disposition of assets, securities or real property, (ii) other acquisition or disposition of assets other than in the ordinary course of business, (iii) assumption of liabilities or warranty, (iv) settlement of claims, (v) merger, consolidation or other business combination, or (vi) series or group of related transactions or events of a type specified in subclauses (i) through (v); and if with respect to any Seller SubsidiaryContractual Obligation there exists any pending or, to the Knowledge of Company, threatened Action that could reasonably be expected to result in Company or any of its Subsidiaries being liable to pay an amount in excess of $100,000 or there currently exist circumstances that would reasonably be expected to give rise to such an Action, such Action or circumstances are described in Disclosure Schedule 3.17(g); (iih) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation All reinsurance treaties (including forfeiture agreements) (other than trade payables or instruments related to transactions facultative reinsurance agreements entered into in the ordinary course of business by any Seller Subsidiarybusiness) to which Company or one of its Subsidiaries is a party, such or otherwise the beneficiary of or obligated under, either as deposits and Fed Funds borrowings)ceding party or as reinsurer; (iiii) any contract, agreement All written agreements with agents or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business independent contractors (other than as may be required approved attorneys) in excess of $100,000; and (j) Any other Contractual Obligation of a type not specifically covered in clauses (a) through (i) above entered into other than in the ordinary course of business, which involved payments by law or on behalf of, or to, Company or any applicable Regulatory Authority); (v) any other contract or agreement which is a material contract within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (vi) any lease with annual rental payments aggregating $250,000 or more; or (vii) any agreement, commitment or arrangement to make any distribution or other payments to the Selling Stockholder. (b) Neither Seller nor any Seller Subsidiary is in violation of its certificate Subsidiaries in excess of $100,000 during the calendar year ended December 31, 2005 or articles $100,000 over the remaining term of incorporation such Contractual Obligation or bylaws the termination of which may reasonably be expected to require payments by Company or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or of its Subsidiaries exceeding $100,000 (other instrument, whether than purchase orders entered into in the ordinary course of business or otherwise business). Company has heretofore delivered to Parent a true and whether written or oralcomplete copy of each of the Contractual Obligations, and there has not occurred any event thatincluding, without limitation, all amendments (such Contractual Obligations required to be listed in Disclosure Schedule 3.17, together with the Company Licenses and Company insurance policies set forth on Disclosure Schedule 3.20, being referred to herein collectively as the “Company Contracts”). Each Company Contract is enforceable by Company or a Subsidiary of Company, as the case may be, against each Person party thereto. No material breach or default by Company or any of its Subsidiaries under any of the Company Contracts has occurred and is continuing, and, to the Knowledge of Company, no event has occurred or circumstance exists which with notice or lapse of time would constitute a material breach or giving default or permit termination, modification or acceleration by any other Person under any of the Company Contracts or would result in creation of any lien thereunder or pursuant thereto except as would arise from execution, delivery and performance of this Agreement and the transaction documents related hereto. To the Knowledge of Company, no material breach or default by any Person under any of the Company Contracts has occurred and is continuing, and no event has occurred or circumstance exists that with notice or both, lapse of time would constitute such a defaultmaterial breach or default or permit termination, exceptmodification or acceleration by Company or any of its Subsidiaries under any of the Company Contracts or would result in creation of any lien thereunder or pursuant thereto except as would arise from execution, in all cases, where such default would not have a Material Adverse Effect on Seller delivery and its Subsidiaries, taken as a wholeperformance of this Agreement and the transaction documents related hereto.

Commitments and Contracts. (a) Except for this Agreement or as set forth on ------------------------- in Schedule 2.10A3.16(a), neither Seller nor none of Central Jersey or any Seller Subsidiary of its subsidiaries is a party or subject to any of the following following: (i) any agreement, contract, arrangement, commitment, or understanding (whether written or oral) that is material to the financial condition, express results of operations or implied):business of Central Jersey or any of its subsidiaries when taken as a whole; (iii) any employment, consulting or severance contract or arrangement with any officer, director or employee, except for oral “at will” arrangements; (iii) any plan, arrangement or contract providing for bonuses, pensions, options, restricted stock, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any officers, directors or employees of Central Jersey or any of its subsidiaries; (iv) any collective bargaining agreement with any labor union relating to employees of Central Jersey or any of its subsidiaries; (v) any agreement which by its terms limits the payment of dividends by Central Jersey or any of its subsidiaries; (vi) any material agreementinstrument evidencing or related to indebtedness for borrowed money whether directly or indirectly, arrangement by way of purchase money obligation, conditional sale, lease purchase, guaranty or commitment otherwise, in respect of which Central Jersey or any of its subsidiaries is an obligor to any person, which instrument evidences or relates to indebtedness other than loans extended by Central Jersey, advances from the Federal Home Loan Bank (A) not made “FHLB”), deposits, repurchase agreements, bankers acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds,” or which contain financial covenants or other restrictions (Bother than those relating to the payment of principal ad interest when due) pursuant which would become applicable on or after the Effective Time to which Seller Central Jersey or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarysubsidiaries; (iivii) any agreement, indenture contract limiting the freedom of Central Jersey or other instrument not disclosed any of its subsidiaries to engage in the Seller Financial Statements any type of bank or banking-related business permissible under law; (viii) any contract relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary acquisition of any such obligation (other than trade payables or instruments related business that has not been fully formed, including when contingent compensation remains to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)be paid; (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (ivix) any contract containing covenants or agreement pursuant to which limit the ability of Seller Central Jersey or any Seller Subsidiary of its subsidiaries is obligated to compete make payments in any line excess of business or with any person or which involve any restriction of the geographical area in which, or method $25,000 on an annual basis that cannot be terminated by which, Seller Central Jersey or any Seller Subsidiary may carry on of its business (other than as may be required by law subsidiaries without penalty upon 90 days or any applicable Regulatory Authority);less notice; and (vx) any other contract or agreement which is a material contract within would be required to be disclosed in reports filed by Central Jersey with the meaning Securities and Exchange Commission (“SEC”), the Board of Item 601(b)(10Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) or the Office of Regulation S-K promulgated by Comptroller of the SEC; Currency (vithe “OCC”) any lease with annual rental payments aggregating $250,000 or more; or (vii) any agreement, commitment or arrangement to make any distribution or other payments to the Selling Stockholderand which has not been so disclosed. (b) Except as set forth on Schedule 3.16(b), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the material service contracts (including leases, agreements or licenses) to which Central Jersey or any of its subsidiaries is a party (“Service Contracts”), or modification or acceleration of any of the terms of such Service Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Service Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (c) Schedule 3.16(c) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) to which Central Jersey is a Party. (d) Neither Seller nor Central Jersey or any Seller Subsidiary of its subsidiaries is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or default in default any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrumentinstrument to which it is a party, whether entered into in the ordinary course of by which its assets, business or otherwise and whether written operations may be bound or oralaffected, or under which it or its assets, business or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (e) True and correct copies of material contracts, exceptleases, agreements, plans, arrangements and instruments referred to in all casesSection 3.16(a), where such default would not (b), or (c) have a Material Adverse Effect been provided to OceanFirst on Seller or before the date hereof, as listed in the respective disclosure schedules and its Subsidiariesare in full force and effect on the date hereof. (f) To the Knowledge of Central Jersey, taken as a wholethere are no voting agreements, voting trusts or other agreements among shareholders of Central Jersey.

Commitments and Contracts. (a) Except as set forth on ------------------------- Schedule 2.10Ain Section 5.13 of the Charter Disclosure Schedule, neither Seller Charter nor any Seller Subsidiary of its Subsidiaries is a party or subject to to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied): (a) any employment contract or understanding (including any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any Employees, including in any such person's capacity as a consultant (other than those which either (i) are terminable at will by Charter or such Subsidiary or (ii) do not involve payments with a present value of more than $50,000 by Charter or such Subsidiary during the remaining term thereof without giving effect to extensions or renewals made after the date hereof; (b) any material agreement, arrangement labor contract or commitment agreement with any labor union; (Ac) any contract not made in the usual, regular and ordinary course of business or (B) pursuant to which Seller or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing non-competition covenants which limit the ability of Seller Charter or any Seller Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, which Charter or method by which, Seller or any Seller Subsidiary its Subsidiaries may carry on its business (other than as may be required by law or any applicable Regulatory AuthorityAuthorities); (vd) any other contract or agreement which is a material contract within the meaning of Item 601(b)(10) of Regulation Swould be required to be disclosed as an exhibit to Charter's annual report on Form 10-K promulgated by the SECand which has not been so disclosed; (vie) any real property lease with annual rental payments aggregating $250,000 25,000 or more; (f) any employment or other contract requiring the payment of additional amounts as "change of control" payments as a result of transactions contemplated by this Agreement; (g) any agreement with respect to (i) the acquisition of the bank branches or other assets or stock of another financial institution or (ii) the sale of one or more bank branches which would require additional payments by Charter after the date of this Agreement; or (viih) any agreement, commitment or arrangement to make any distribution outstanding interest rate exchange or other payments to the Selling Stockholderderivative contracts. (b) Neither Seller nor any Seller Subsidiary is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, except, in all cases, where such default would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a whole.

Commitments and Contracts. (a) Except as set forth on ------------------------- in Schedule 2.10A3.16, neither Seller SE Corp nor any Seller Subsidiary of its subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) Any employment, severance or consulting Contract, or “change in control” Contract (including any material agreementunderstandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, arrangement director, employee, or commitment independent contractor including in any such person’s capacity as a consultant (A) not made in the ordinary course other than those which are terminable at will without any further amount being payable thereunder as a result of business or (B) pursuant to which Seller such termination by SE Corp or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller SubsidiarySE Corp subsidiary); (ii) Any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any agreementpast or present officers, indenture directors, employees or other instrument not disclosed in the Seller Financial Statements relating to the borrowing independent contractors of money by Seller SE Corp or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)SE Corp subsidiary; (iii) Any Contract which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any contractparticipant therein or party thereto, agreement might render any portion of any such payments or understanding with any labor union or collective bargaining organizationbenefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (iv) Any collective bargaining agreement or Contract with any contract containing labor union; (v) Any Contract covenants which limit the ability of Seller SE Corp or any Seller Subsidiary of its subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which SE Corp or any Seller Subsidiary of its subsidiaries may carry on its business businesses (other than as may be required by law or any applicable Regulatory Authorityregulatory authorities); (v) any other contract or agreement which is a material contract within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (vi) Any Contract which by its terms limits the payment of dividends by SE Corp or any lease with annual rental payments aggregating $250,000 or more; orof its subsidiaries; (vii) Any Contract 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 SE Corp or any agreementSE Corp subsidiary is an obligor to any person, commitment which instrument evidences or arrangement relates to make any distribution or indebtedness other payments to the Selling Stockholder. (b) Neither Seller nor any Seller Subsidiary is than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or “federal funds” in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into each case established in the ordinary course of business consistent with past practice, or otherwise which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due); (viii) Any Contract with annual payments aggregating $25,000 or more other than loans; (ix) Any Contract not terminable without cause within 60 days’ notice or less without penalty; (x) Any Contract (other than this Agreement) that restricts or limits in any material way the conduct of business by SE Corp or any SE Corp subsidiary; (xi) Any Contract for lease of real property; (xii) Any Contract with any broker-dealer or investment adviser; (xiii) Any Contract with any investment company registered under the Investment Company Act of 1940; (xiv) Any other Contract (whether written or oral) that is material to the financial condition, results of operations or business of SE Corp or any of its subsidiaries, taken as a whole; (xv) Any other Contract which would be required to be disclosed in reports filed by SE Corp with the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) or the Office of Comptroller of the Currency (“OCC”). Collectively, those contracts or agreements listed on Schedule 3.16 are referred to herein as the “Material Contracts.” True and there has not occurred correct copies of Material Contracts have been provided to Beneficial on or before the date hereof, as listed in the respective disclosure schedules and are in full force and effect on the date hereof. (b) There is not, under any Material Contract to which SE Corp or any of its subsidiaries is a party, any existing default or event of default, or any event that, which with the notice or lapse of time or giving of notice time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Material Contracts or modify or accelerate any of the terms of such a defaultMaterial Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Material Contracts to remain effective, exceptwithout any modification or acceleration of any of the terms thereof, following the execution of this Agreement or consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any Material Contracts (including specifically data processing agreements). (e) Each Contract for lease of real estate that requires the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of the terms of any such lease is listed in all casesSchedule 3.16(e) identifying the section of the lease that contains such prohibition or restriction. (f) To the Knowledge of SE Corp, where such default would not have a Material Adverse Effect on Seller and its Subsidiariesthere are no voting agreements, taken as a whole.voting trusts or other agreements among shareholders of SE Corp.

Commitments and Contracts. (a) Except as set forth on ------------------------- in Schedule 2.10A3.16, neither Seller Central Jersey nor any Seller Subsidiary of its subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) Any employment, severance or consulting contract or understanding (including any material agreementunderstandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, arrangement director or commitment employee, including in any such person’s capacity as a consultant (A) not made in the ordinary course other than those which either are terminable at will without any further amount being payable thereunder or as a result of business or (B) pursuant to which Seller such termination by Central Jersey or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarysubsidiaries); (ii) Any labor contract or agreement with any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)labor union; (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any Any contract containing covenants which limit the ability of Seller Central Jersey or any Seller Subsidiary of its subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which Central Jersey or any Seller Subsidiary of its subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) Any agreement which by its terms limits the payment of dividends by Central Jersey or any applicable Regulatory Authority)of its subsidiaries; (v) Any lease or other agreements or contracts with annual payments aggregating $50,000 or more; (vi) Any instrument evidencing or related to borrowed money (other than as lender, deposits, FHLB advances or securities sold under agreement to repurchase) or that contain financial covenants or other restrictions (other than those relating to the payment of principal and interest when due); (vii) Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates Central Jersey for the payment of $50,000 annually over its remaining term; (viii) Any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of Central Jersey or any of its subsidiaries, taken as a whole; and (ix) Any other contract or agreement which is a material contract within would be required to be disclosed in reports filed by Central Jersey with the meaning Securities and Exchange Commission (“SEC”), the Board of Item 601(b)(10Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) or the Office of Regulation S-K promulgated by Comptroller of the SEC; Currency (vi) any lease with annual rental payments aggregating $250,000 the “OCC”). Collectively, those contracts or more; or (vii) any agreementagreements listed on Schedule 3.16 are referred to herein as the “Contracts”. True and correct copies of Contracts have been provided to Kearny on or before the date hereof, commitment or arrangement to make any distribution or other payments to as listed in the Selling Stockholderrespective disclosure schedules and are in full force and effect on the date hereof. (b) Neither Seller nor There is not, under any Seller Subsidiary is in violation Contract to which Central Jersey or any of its certificate subsidiaries is a party, any existing default or articles event of incorporation default, or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, which with the notice or lapse of time or giving of notice time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) to which Central Jersey or any of its subsidiaries is a defaultparty. (e) To the Knowledge of Central Jersey, exceptthere are no voting agreements, in all cases, where such default would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a wholevoting trusts or other agreements among shareholders of Central Jersey.

Commitments and Contracts. (a) Except as set forth on ------------------------- in Schedule 2.10A3.16(a), neither Seller Delaware nor any Seller Subsidiary of the Delaware Subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) any material agreementemployment, arrangement severance or commitment consulting contract or understanding (Aincluding any understandings or obligations with respect to severance or termination pay liabilities or fringe benefits) not made with any present or former officer, director or employee, including in the ordinary course any such person’s capacity as a consultant (other than those which either are terminable at will without any further amount being payable thereunder or as a result of business or (B) pursuant to which Seller such termination by Delaware or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarythe Delaware Subsidiaries); (ii) any agreement, indenture labor contract or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or agreement with any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)labor union; (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants which limit the ability of Seller Delaware or any Seller Subsidiary of the Delaware Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which Delaware or any Seller Subsidiary of the Delaware Subsidiaries may carry on its business businesses (other than as may be required by law or any applicable Regulatory Authorityregulatory authorities); (iv) any agreement which by its terms limits the payment of dividends by Delaware or any of the Delaware Subsidiaries; (v) any lease or other agreements or contracts with annual payments aggregating $50,000 or more; (vi) any instrument evidencing or related to borrowed money (other than as lender, deposits, FHLB of New York advances or securities sold under agreement to repurchase) or that contain financial covenants or other restrictions (other than those relating to the payment of principal and interest when due); (vii) any contract not terminable without cause within 60 days’ notice or less without penalty or that obligates Delaware for the payment of $50,000 annually over its remaining term; (viii) any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of Delaware or any of the Delaware Subsidiaries, taken as a whole; and (ix) any other contract or agreement which is a material contract within would be required to be disclosed in reports filed (or that would be filed if Delaware were subject to such requirements) by Delaware with the meaning Securities and Exchange Commission (“SEC”), the Office of Item 601(b)(10the Comptroller of the Currency (“OCC”) or the Federal Deposit Insurance Corporation (“FDIC”) or the Board of Regulation S-K promulgated by Governors of the SEC; Federal Reserve System (vi“FRB”). Collectively, those contracts or agreements listed on Schedule 3.16(a) any lease with annual rental payments aggregating $250,000 are referred to herein as the “Contracts”. True and correct copies of Contracts have been provided to Xxxxxxx on or more; or (vii) any agreementbefore the date hereof, commitment or arrangement to make any distribution or other payments to as listed in the Selling Stockholderrespective disclosure schedules and are in full force and effect on the date hereof. (b) Neither Seller nor any Seller Subsidiary Except as set forth on Schedule 3.16(b), there is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default not, under any material agreementContract to which Delaware or any of the Delaware Subsidiaries is a party, commitmentany existing default or event of default, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, which with the notice or lapse of time or giving of notice time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) listed on Schedule 3.16(a) to which Delaware or any of the Delaware Subsidiaries is a defaultparty. (e) To the Knowledge of Delaware, except, in all cases, where such default would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a wholethere are no voting agreements or voting trusts among shareholders of Delaware relating to their ownership of Delaware Common Stock.

Commitments and Contracts. (a) Except for this Agreement or as set forth on ------------------------- in Schedule 2.10A3.16, neither Seller nor none of Farnsworth or any Seller Subsidiary of its xxxxxxxxxies is a party or subject to any of the following following: (i) any agreement, contract, arrangement, commitment, or understanding (whether written or oral) that is material to the financial condition, express results of operations or implied):business of Farnsworth or any of its xxxxxxiaries when taken as a whole; (iii) any real estate lease; (iii) any employment, consulting or severance contract or arrangement with any officer, director or employee, except for oral "at will" arrangements; (iv) any plan, arrangement or contract providing for bonuses, pensions, options, restricted stock, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any officers, directors or employees of Farnsworth or any of ixx subsidiaries; (v) Any collective bargaining agreement with any labor union relating to employees of Farnsworth or any of its sxxxxxxxxxxs; (vi) any agreement which by its terms limits the payment of dividends by Farnsworth or any of its sxxxxxxxxxxs; (vii) any material agreementinstrument evidencing or related to indebtedness for borrowed money whether directly or indirectly, arrangement by way of purchase money obligation, conditional sale, lease purchase, guaranty or commitment otherwise, in respect of which Farnsworth or any of its xubsidiaries is an obligor to any person, which instrument evidences or relates to indebtedness other than loans extended by Farnsworth, advaxxxx xxxx the Federal Home Loan Bank (A) not made "FHLB"), deposits, repurchase agreements, bankers acceptances, and "treasury tax and loan" accounts established in the ordinary course of business and transactions in "federal funds," or which contain financial covenants or other restrictions (Bother than those relating to the payment of principal ad interest when due) pursuant which would become applicable on or after the Effective Time to which Seller Farnsworth or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarysxxxxxxxxxxs; (iiviii) any agreement, indenture contract limiting the freedom of Farnsworth or other instrument not disclosed any of xxx subsidiaries to engage in the Seller Financial Statements any type of bank or banking-related business permissible under law; (ix) any contract relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary acquisition of any such obligation (other than trade payables or instruments related business that has not been fully formed, including when contingent compensation remains to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)be paid; (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (ivx) any contract containing covenants or agreement pursuant to which limit the ability Farnsworth or axx xx xxx subsidiaries is obligated to make payments in excess of Seller $25,000 on an annual basis that cannot be terminated by Farnsworth or any Seller Subsidiary to compete in any line of business anx xx xxx subsidiaries without penalty upon 90 days or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority);less notice; and (vxi) any other contract or agreement which is a material contract within would be required to be disclosed in reports filed by Farnsworth with the meaning Secuxxxxxx xxd Exchange Commission ("SEC") or the Office of Item 601(b)(10Thrift Supervision (the "OTS") of Regulation S-K promulgated by the SEC; (vi) any lease with annual rental payments aggregating $250,000 or more; or (vii) any agreement, commitment or arrangement to make any distribution or other payments to the Selling Stockholderand which has not been so disclosed. (b) Except as set forth on Schedule 3.16(b), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the material service contracts (including leases, agreements or licenses) to which Farnsworth or any of its sxxxxxxxxxxs is a party ("Service Contracts"), or modification or acceleration of any of the terms of such Service Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Service Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (c) Schedule 3.16(c) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) to which Farnsworth is a Party. (x) Neither Seller nor Farnsworth or any Seller Subsidiary of its sxxxxxxxxxxs is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or default in default any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrumentinstrument to which it is a party, whether entered into in the ordinary course of by which its assets, business or otherwise and whether written operations may be bound or oralaffected, or under which it or its assets, business or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (e) True and correct copies of material contracts, exceptleases, agreements, plans, arrangements and instruments referred to in all casesSections 3.18 (a), where such default would not (b), or (c) have a Material Adverse Effect been provided to Sterling or Sterling Bank on Seller or before the date hereof, as listed in the respective disclosure schedules and its Subsidiaries, taken as a wholeare in full force and effect on the date hereof.

Commitments and Contracts. (a) Except for this Agreement and as set forth on ------------------------- in Company Disclosure Schedule 2.10A3.16(a), neither Seller nor none of the Company or any Seller Company Subsidiary is a party or subject to any of the following (whether written or oral, express or implied): (i) Any employment, severance or consulting contract or understanding (including any material agreementunderstandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, arrangement director or commitment employee, including in any such Person’s capacity as a consultant (Aother than those which either are terminable at will without any further amount being payable thereunder or as a result of such termination by the Company or a Company Subsidiary); (ii) not made Any labor contract or agreement with any labor union; (iii) Any contract covenants that limit the ability of the Company or any Company Subsidiary to compete in the ordinary course any line of business or that involve any restriction of the geographical area in which the Company or any Company Subsidiary may carry on its businesses, including any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation (B“Restrictive Covenant”) (other than as may be required by law or applicable Governmental Entity); (iv) Any lease (other than real estate leases described on Company Disclosure Schedule 3.14(b)) or other agreements or contracts with annual payments aggregating $5,000 or more; (v) Any instrument evidencing or related to borrowed money in respect of which the Company or any Company Subsidiary is obligated to any party, other than deposits, Federal Home Loan Bank (“FHLB”) advances or securities sold under agreement to repurchase; (vi) Any contract pursuant to which Seller or any of its Subsidiaries is or the Company may become obligated to invest in or contribute capital to any Seller Subsidiaryentity, or calling for the acquisition or sale of any property, plant or equipment for a consideration exceeding 5% of the fixed assets the Company; (iivii) Any lease or license with respect to any agreementproperty, indenture real or other instrument not disclosed personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in the Seller Financial Statements relating to the borrowing excess of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)$10,000 on an annual basis; (iiiviii) Any contract that grants any contractright of first refusal, agreement right of first offer or understanding similar right with respect to any labor union material assets, rights or collective bargaining organizationproperties of the Company; (ivix) Any contract that relates to the involvement of the Company in a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any contract containing covenants which limit the ability of Seller partnership or any Seller Subsidiary to compete in any line of business or joint venture with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority)third parties; (vx) any other Any consulting agreement or data processing, software programming or licensing contract or agreement which is a material contract within involving the meaning payment of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (vi) any lease with annual rental payments aggregating more than $250,000 or more10,000 per annum; or (viixi) Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates the Company or any agreementCompany Subsidiary for the payment of more than $10,000 annually (collectively, commitment or arrangement to make any distribution or other payments to the Selling Stockholder“Contracts”) over its remaining term. (b) Neither Seller nor any Seller Subsidiary Except as set forth in Company Disclosure Schedule 3.16(b), there is in violation of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default not, under any material agreement, commitment, arrangement, lease, insurance policy license or other instrumentcontract not terminable without cause within 60 days’ notice or less without penalty or that obligates the Company or any Company Subsidiary for the payment of $5,000 annually or over its remaining term to which the Company or any Company Subsidiary is a party, whether entered into in the ordinary course any existing default or event of business default, or otherwise and whether written or oral, and there has not occurred any event that, with the notice or lapse of time or giving of notice time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Company Disclosure Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, including without limitation the Merger and the Bank Merger, will result in termination of any Contracts or modification or acceleration of any of the terms of such Contracts; and (ii) no Consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement, including without limitation the Merger and the Bank Merger. (d) Company Disclosure Schedule 3.16(d) lists the deadlines for extensions or terminations of any licenses or Contracts (including specifically real property leases and data processing agreements) to which the Company or any Company Subsidiary is a default, except, in all cases, where such default would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a wholeparty.

Commitments and Contracts. (a) Except as set forth on ------------------------- Schedule 2.10AVantageSouth has Previously Disclosed or made available to Parent, neither Seller nor any Seller Subsidiary Crescent Bank or their representatives true, correct and complete copies of, each of the following contracts to which VantageSouth is a party or subject to any of the following (whether written or oraleach, express or implieda “VantageSouth Significant Agreement”): (i) with any material agreementexecutive officer or other key employee of VantageSouth or the benefits of which are contingent, arrangement or commitment the terms of which are materially altered, upon the occurrence of a transaction involving VantageSouth of the nature contemplated by this Agreement; (Aii) not made in with respect to the ordinary course employment of any directors, officers, employees or consultants; (iii) that (1) contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of, or the manner of conducting, any line of business of VantageSouth (or, following the consummation of the transactions contemplated hereby, Crescent Bank or any of its Subsidiaries), (2) obligates VantageSouth or any of its affiliates (or, following the consummation of the transactions contemplated hereby, Crescent Bank or any of its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or (3) requires referrals of business or requires VantageSouth to make available investment opportunities to any person on a priority or exclusive basis; (Biv) pursuant to which Seller or any of its Subsidiaries is or VantageSouth may become obligated to invest in or contribute capital to any Seller Subsidiary; (ii) any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings); (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any contract containing covenants which limit the ability of Seller or any Seller Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller or any Seller Subsidiary may carry on its business (other than as may be required by law or any applicable Regulatory Authority)entity; (v) any that relates to borrowings of money (or guarantees thereof) by VantageSouth in excess of $50,000, other contract or agreement which is a material contract within than advances from the meaning Federal Home Loan Bank of Item 601(b)(10) of Regulation S-K promulgated by the SECAtlanta; (vi) that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (vii) that relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (viii) which is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $25,000 on an annual rental payments aggregating basis; (ix) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $250,000 or more25,000 per annum; or (viix) any agreementwhich is not of the type described in clauses (i) through (ix) above and which involved payments by, commitment or arrangement to, VantageSouth in the fiscal year ended December 31, 2011, or which could reasonably be expected to make any distribution involve such payments during the fiscal year ending December 31, 2012, of more than $25,000 (excluding Loans) or other payments to the Selling Stockholdertermination of which would require payment by VantageSouth in excess of $25,000. (b) Neither Seller nor any Seller Subsidiary Each of VantageSouth Significant Agreements has been duly and validly authorized, executed and delivered by VantageSouth and is binding on VantageSouth and is in violation full force and effect. VantageSouth is in all material respects in compliance with and have in all material respects performed all obligations required to be performed by it to date under each VantageSouth Significant Agreement. VantageSouth has not received notice of its certificate or articles of incorporation or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy violation or other instrument, whether entered into in the ordinary course of business default (or otherwise and whether written or oral, and there has not occurred any event that, condition that with the lapse passage of time or the giving of notice or both, would constitute cause such a violation of or a default) by any party under any VantageSouth Significant Agreement. No other party to any VantageSouth Significant Agreement is, exceptto the Knowledge of VantageSouth, in all casesdefault in any material respect thereunder. Except as Previously Disclosed, where such default would VantageSouth is not have a Material Adverse Effect party to any contracts any of the benefits of which will be increased, or the vesting or payment of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on Seller and its Subsidiariesthe basis of any of the transactions contemplated by this Agreement (including any stock option plan, taken as a wholephantom stock or stock appreciation rights plan, restricted stock plan or stock purchase plan).

Commitments and Contracts. (a) Except as set forth on ------------------------- in Schedule 2.10A3.16, neither Seller Central Jersey nor any Seller Subsidiary of its subsidiaries is a party or subject to any of the following (whether written or oral, express or implied): (i) Any employment, severance or consulting contract or understanding (including any material agreementunderstandings or obligations with respect to severance or termination pay liabilities or fringe benefits) with any present or former officer, arrangement director or commitment employee, including in any such person's capacity as a consultant (A) not made in the ordinary course other than those which either are terminable at will without any further amount being payable thereunder or as a result of business or (B) pursuant to which Seller such termination by Central Jersey or any of its Subsidiaries is or may become obligated to invest in or contribute capital to any Seller Subsidiarysubsidiaries); (ii) Any labor contract or agreement with any agreement, indenture or other instrument not disclosed in the Seller Financial Statements relating to the borrowing of money by Seller or any Seller Subsidiary or the guarantee by Seller or any Seller Subsidiary of any such obligation (other than trade payables or instruments related to transactions entered into in the ordinary course of business by any Seller Subsidiary, such as deposits and Fed Funds borrowings)labor union; (iii) any contract, agreement or understanding with any labor union or collective bargaining organization; (iv) any Any contract containing covenants which limit the ability of Seller Central Jersey or any Seller Subsidiary of its subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which, Seller which Central Jersey or any Seller Subsidiary of its subsidiaries may carry on its business businesses (other than as may be required by law or applicable regulatory authorities); (iv) Any agreement which by its terms limits the payment of dividends by Central Jersey or any applicable Regulatory Authority)of its subsidiaries; (v) Any lease or other agreements or contracts with annual payments aggregating $50,000 or more; (vi) Any instrument evidencing or related to borrowed money (other than as lender, deposits, FHLB advances or securities sold under agreement to repurchase) or that contain financial covenants or other restrictions (other than those relating to the payment of principal and interest when due); (vii) Any contract not terminable without cause within 60 day’s notice or less without penalty or that obligates Central Jersey for the payment of $50,000 annually over its remaining term; (viii) Any other contract, agreement, commitment or understanding (whether or not oral) that is material to the financial condition, results of operations or business of Central Jersey or any of its subsidiaries, taken as a whole; and (ix) Any other contract or agreement which is a material contract within would be required to be disclosed in reports filed by Central Jersey with the meaning Securities and Exchange Commission (“SEC”), the Board of Item 601(b)(10Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) or the Office of Regulation S-K promulgated by Comptroller of the SEC; Currency (vi) any lease with annual rental payments aggregating $250,000 the “OCC”). Collectively, those contracts or more; or (vii) any agreementagreements listed on Schedule 3.16 are referred to herein as the “Contracts”. True and correct copies of Contracts have been provided to Kearny on or before the date hereof, commitment or arrangement to make any distribution or other payments to as listed in the Selling Stockholderrespective disclosure schedules and are in full force and effect on the date hereof. (b) Neither Seller nor There is not, under any Seller Subsidiary is in violation Contract to which Central Jersey or any of its certificate subsidiaries is a party, any existing default or articles event of incorporation default, or bylaws or charter documents or bylaws or in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, which with the notice or lapse of time or giving of notice time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or non-performance. (c) Except as set forth on Schedule 3.16(c), (i) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in termination of any of the Contracts or modify or accelerate any of the terms of such Contracts; and (ii) no consents are required to be obtained and no notices are required to be given in order for the Contracts to remain effective, without any modification or acceleration of any of the terms thereof, following the consummation of the transactions contemplated by this Agreement. (d) Schedule 3.16(d) lists the deadlines for extensions or terminations of any material leases, agreements or licenses (including specifically data processing agreements) to which Central Jersey or any of its subsidiaries is a defaultparty. (e) To the Knowledge of Central Jersey, exceptthere are no voting agreements, in all cases, where such default would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a wholevoting trusts or other agreements among shareholders of Central Jersey.