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

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase Disclosure Schedule 4.8(a), neither Fox Chase nor any Fox Chase Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase or any Fox Chase Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase or any Fox Chase Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase or any Fox Chase Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase or any Fox Chase Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase or any Fox Chase Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase or any Fox Chase Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase in HNC Disclosure Schedule 4.8(a)4.9.1, neither Fox Chase HNC nor any Fox Chase HNC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase HNC or any Fox Chase HNC Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase HNC or any Fox Chase HNC Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase HNC or any Fox Chase HNC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase HNC or any Fox Chase HNC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase HNC or any Fox Chase HNC Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to FNFG or any PersonFNFG Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase HNC or any Fox Chase HNC Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 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-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase HNC or any Fox Chase HNC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase First Priority Disclosure Schedule 4.8(a), neither Fox Chase First Priority nor any Fox Chase First Priority Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase First Priority or any Fox Chase First Priority Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase First Priority or any Fox Chase First Priority Subsidiary; (iii) any collective bargaining agreement with any labor Univest organization relating to employees of Fox Chase First Priority or any Fox Chase First Priority Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase First Priority or any Fox Chase First Priority Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase First Priority or any Fox Chase First Priority Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase First Priority or any Fox Chase First Priority Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 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-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase First Priority or any Fox Chase First Priority Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth on Fox Chase in Beacon Federal Disclosure Schedule 4.8(a)4.9.1, neither Fox Chase Beacon Federal nor any Fox Chase Beacon Federal Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director director, employee or employee consultant of Fox Chase Beacon Federal or any Fox Chase Beacon Federal Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of Fox Chase Beacon Federal or any Fox Chase Beacon Federal Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase or any Fox Chase Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Fox Chase Beacon Federal or any Fox Chase Beacon Federal Subsidiary; (viv) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 500,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Beacon Federal or any Fox Chase Beacon Federal Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, 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 consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to Beacon Federal or any PersonBeacon Federal Subsidiary; (viv) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Fox Chase Beacon Federal or any Fox Chase Beacon Federal Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), ; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by Fox Chase Beacon Federal or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)Beacon Federal Subsidiary.

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth on Fox Chase in BSFI Disclosure Schedule 4.8(a)4.9.1, neither Fox Chase BSFI nor any Fox Chase BSFI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director director, employee or employee consultant of Fox Chase BSFI or any Fox Chase BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of Fox Chase BSFI or any Fox Chase BSFI Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase BSFI or any Fox Chase BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Fox Chase BSFI or any Fox Chase BSFI Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase BSFI or any Fox Chase BSFI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, 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 consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to BSFI or any PersonBSFI Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates Fox Chase BSFI or any Fox Chase BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), ; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by Fox Chase BSFI or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)BSFI Subsidiary.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in ABNJ DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase ABNJ nor any Fox Chase ABNJ Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to Investors or any PersonInvestors Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase ABNJ or any Fox Chase ABNJ Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in YARDVILLE DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase Yardville nor any Fox Chase Yardville Subsidiary is a party to or subject to: to any contract, arrangement, commitment or understanding (whether written or oral): (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Yardville or any Fox Chase SubsidiaryYardville Subsidiary pertaining to employment, except for “at will” arrangementsconsulting or severance or any other material arrangement; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Yardville or any Fox Chase Yardville Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Yardville or any Fox Chase SubsidiaryYardville Subsidiary (including any collective bargaining agreement); (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Yardville or any Fox Chase Yardville Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Yardville or any Fox Chase Yardville Subsidiary is an obligor to any personPerson, which instrument evidences or 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 of business consistent with past practice, or which contains financial covenants or other material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to Acquirer or any PersonAcquirer Subsidiary; (vi) any other agreementwith a vendor of products or services, written or oral, that obligates Fox Chase Yardville or any Fox Chase Yardville Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 200,000 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)premium, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment that purports to restrict or understanding (whether written or oral) that restricts or limits limit in any material way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Fox Chase Yardville or any Fox Chase Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (it being understood viii) that any nonis a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Yardville Securities Documents filed prior to the date hereof or (ix) containing a “most favored nation” clause or other similar provision shall be deemed material, but any limitation on term providing preferential pricing or treatment to a party (other than Yardville or the scope of any license granted under any such agreement shall not be deemed material)Yardville Subsidiaries) that is material to Yardville or the Yardville Subsidiaries.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in GLB DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase GLB nor any Fox Chase GLB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase GLB or any Fox Chase GLB Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase GLB or any Fox Chase GLB Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase GLB or any Fox Chase GLB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase GLB or any Fox Chase GLB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase GLB or any Fox Chase GLB Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to FNFG or any PersonFNFG Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase GLB or any Fox Chase GLB Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 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)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase GLB or any Fox Chase GLB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in VIST Disclosure Schedule 4.8(a)4.8 or as disclosed in the VIST SEC Reports filed prior to the date of this Agreement, neither Fox Chase VIST nor any Fox Chase VIST Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase VIST or any Fox Chase VIST Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase VIST or any Fox Chase VIST Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase VIST or any Fox Chase VIST Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase VIST or any Fox Chase VIST Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase VIST or any Fox Chase VIST Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to Xxxxxxxx or any PersonXxxxxxxx Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase VIST or any Fox Chase VIST Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase VIST or any Fox Chase VIST Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth on Fox Chase in PC Bancorp Disclosure Schedule 4.8(a)4.9.1, neither Fox Chase PC Bancorp nor any Fox Chase Subsidiary PCB is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase PC Bancorp or any Fox Chase SubsidiaryPCB, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase PC Bancorp or any Fox Chase SubsidiaryPCB; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase PC Bancorp or any Fox Chase SubsidiaryPCB; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase PC Bancorp or any Fox Chase SubsidiaryPCB; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase PC Bancorp or any Fox Chase Subsidiary PCB is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to any PersonCU Bancorp or CUB; (vi) except for items listed on PC Bancorp Disclosure Schedule 4.16 and loans and other extensions of credit made by PCB in the ordinary course of its business, any other agreement, written or oral, that obligates Fox Chase PC Bancorp or any Fox Chase Subsidiary PCB for the payment of more than $25,000 100,000 annually or for the payment of more than $50,000 250,000 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)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase PC Bancorp or any Fox Chase Subsidiary PCB (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in HRB DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase HRB nor any Fox Chase HRB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase HRB or any Fox Chase HRB Subsidiary, except for “"at will” " arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase HRB or any Fox Chase HRB Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase HRB or any Fox Chase HRB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase HRB or any Fox Chase HRB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase HRB or any Fox Chase HRB Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to FNFG or any PersonFNFG Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase HRB or any Fox Chase HRB Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 150,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase HRB or any Fox Chase HRB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in PENNFED DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase PennFed nor any Fox Chase PennFed Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase PennFed or any Fox Chase PennFed Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase PennFed or any Fox Chase PennFed Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase PennFed or any Fox Chase PennFed Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase PennFed or any Fox Chase PennFed Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase PennFed or any Fox Chase PennFed Subsidiary is an obligor to any personPerson, which instrument evidences or 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 of business consistent with past practice, or which contains financial covenants or other material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to NYB or any PersonNYB Subsidiary; (vi) any other agreementagreement with a vendor of products or services, written or oral, that obligates Fox Chase PennFed or any Fox Chase PennFed Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 200,000 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)premium, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase PennFed or any Fox Chase PennFed Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.8.1. Except as set forth on Fox Chase in CFB Disclosure Schedule 4.8(a)4.8.1, neither Fox Chase CFB nor any Fox Chase CFB Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, “change in control” or termination contract or material arrangement with any past or present officer, director director, employee or employee independent contractor of Fox Chase CFB or any Fox Chase CFB Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (iib) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants applicable to CFB or any past or present CFB director or employee; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees independent contractors of Fox Chase CFB or any Fox Chase CFB Subsidiary; (iiid) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase CFB or any Fox Chase CFB Subsidiary; (ive) any agreement which by its terms limits the payment of dividends by Fox Chase CFB or any Fox Chase CFB Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase CFB or any Fox Chase CFB Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to the Company or any PersonCompany Subsidiary; (vig) any other agreement, written or oral, that obligates Fox Chase CFB or any Fox Chase CFB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (viih) 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 Fox Chase CFB or any Fox Chase Subsidiary CFB Subsidiary; (it being understood that i) any non-compete contract, plan or similar provision shall 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 deemed material, but likely to render any limitation on the scope portion of any license granted such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any agreement or arrangement that is limited by the provisions of 12 C.F.R. Part 359; (k) any lease for real property; (l) any contract or arrangement with any broker-dealer or investment adviser; (m) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (n) any such agreement shall not be deemed material)contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (o) any other contract which is material to the business, operations or financial condition of CFB or a CFB Subsidiary.

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in the Disclosure Schedule 4.8(a)Letter, neither Fox Chase Douglass nor any Fox Chase Subsidiary Seller Bank is a party to or subject to: (i) any employmentemxxxxxxxx, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Douglass or any Fox Chase SubsidiarySeller Bank, except for “at will” arrangements; (ii) any plan, arrangement xxx xxxn or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Douglass or any Fox Chase SubsidiarySeller Bank; (iii) any collective bargaining agreement with agreemexx xxxx any labor Univest union relating to employees of Fox Chase Douglass or any Fox Chase SubsidiarySeller Bank; (iv) any agreement which by its terms limits the lxxxxx xxe payment of dividends by Fox Chase Douglass or any Fox Chase SubsidiarySeller Bank; (v) any instrument evidencing or related to indebtedness relatex xx xxxebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Douglass or any Fox Chase Subsidiary Seller Bank is an obligor to any person, which instrument evidences instrxxxxx xxidences or 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 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) that which would be applicable on or after the Closing Date to Purchaser or any PersonPurchaser Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days’ notice, that obligates Fox Chase Douglass or any Fox Chase Subsidiary Seller Bank for the payment of more than $25,000 annually or for the payment 10,000 annxxxxx; xr that has a term of no 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), one year or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Douglass or any Fox Chase Subsidiary Seller Bank (it being understood that any non-compete or similar competx xx xxxilar provision shall be deemed material, but ) or any limitation on the scope of any license granted under any such agreement shall not be deemed material)other material agreement.

Material Contracts; Leases; Defaults. (a) 4.8.1. Except as set forth on Fox Chase in EXX Disclosure Schedule 4.8(a)4.8.1, neither Fox Chase EXX nor any Fox Chase EXX Subsidiary is a party to or subject to: (ia) any employment, consulting or severance contract, "change in control" or termination contract or material arrangement with any past or present officer, director director, employee or employee independent contractor of Fox Chase EXX or any Fox Chase EXX Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “"at will” " arrangements; (iib) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees independent contractors of Fox Chase EXX or any Fox Chase EXX Subsidiary; (iiid) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase EXX or any Fox Chase EXX Subsidiary; (ive) any agreement which by its terms limits the payment of dividends by Fox Chase EXX or any Fox Chase EXX Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase EXX or any Fox Chase EXX Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to DNB or any PersonDNB Subsidiary; (vig) any other agreement, written or oral, that obligates Fox Chase EXX or any Fox Chase EXX Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or payment (other than agreements for commercially available “"off-the-shelf” " software), or (viih) 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 Fox Chase EXX or any Fox Chase Subsidiary EXX Subsidiary; (it being understood that i) any non-compete contract, plan or similar provision shall 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 deemed material, but likely to render any limitation on the scope portion of any license granted such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any such agreement shall not be deemed material)contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other material agreement.

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase Disclosure in Schedule 4.8(a)5.8(a) or in Juniata’s SEC Reports, neither Fox Chase Juniata nor any Fox Chase Juniata Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Juniata or any Fox Chase Juniata Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Juniata or any Fox Chase Juniata Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Juniata or any Fox Chase Juniata Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Juniata or any Fox Chase Juniata Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Juniata or any Fox Chase Juniata Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase Juniata or any Fox Chase Juniata Subsidiary for the payment of more than $25,000 150,000 annually or for the payment of more than $50,000 500,000 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-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Juniata or any Fox Chase Juniata Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth on Fox Chase MidCoast Disclosure Schedule 4.8(a)4.9.1, neither Fox Chase MidCoast nor any Fox Chase MidCoast Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director director, employee or employee consultant of Fox Chase MidCoast or any Fox Chase MidCoast Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, warrants, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of Fox Chase MidCoast or any Fox Chase MidCoast Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase or any Fox Chase Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Fox Chase or any Fox Chase SubsidiaryMidCoast; (viv) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase MidCoast or any Fox Chase MidCoast Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, 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 consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to MidCoast or any PersonMidCoast Subsidiary; (viv) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Fox Chase MidCoast or any Fox Chase MidCoast Subsidiary for the payment of more than $25,000 30,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), ; or (viivi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by Fox Chase or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)MidCoast.

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase Disclosure Schedule 4.8(a)Previously Disclosed, neither Fox Chase Roma MHC, Roma Financial nor any Fox Chase Roma Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase or any Fox Chase Subsidiaryemployee, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase or any Fox Chase Subsidiaryemployees; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase or any Fox Chase Subsidiaryemployees; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Roma Financial or any Fox Chase Roma Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Roma Financial or any Fox Chase Roma Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to Investors Bancorp or any PersonInvestors Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase Roma MHC, Roma Financial or any Fox Chase Roma Subsidiary for the payment of more than $25,000 100,000 annually or for the payment of more than $50,000 150,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Roma Financial or any Fox Chase Roma Subsidiary other than generally applicable regulatory restrictions (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in GCB DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase GCB nor any Fox Chase GCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase GCB or any Fox Chase GCB Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase GCB or any Fox Chase GCB Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase GCB or any Fox Chase GCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase GCB or any Fox Chase GCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase GCB or any Fox Chase GCB Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to OFC or any PersonOFC Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase GCB or any Fox Chase GCB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase GCB or any Fox Chase GCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in Mid Penn Disclosure Schedule 4.8(a5.7(a), neither Fox Chase Mid Penn nor any Fox Chase Mid Penn Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 250,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary for the payment of more than $25,000 150,000 annually or for the payment of more than $50,000 750,000 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-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Mid Penn or any Fox Chase Mid Penn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in FCB Disclosure Schedule 4.8(a3.08(a), neither Fox Chase FCB nor any Fox Chase FCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase or any Fox Chase Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase or any Fox Chase Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase or any Fox Chase Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase FCB or any Fox Chase FCB Subsidiary; (vii) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase FCB or any Fox Chase FCB Subsidiary is an obligor to any person, which instrument evidences or relates to such 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 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) that would be applicable on or after the Closing Date to Xxxxxxxx Bancorp or any PersonXxxxxxxx Bancorp Subsidiary; (viiii) any other agreement, written or oral, that obligates Fox Chase FCB or any Fox Chase FCB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 sixty (60) days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (viiiv) 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 Fox Chase FCB or any Fox Chase FCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in GCB DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase GCB nor any Fox Chase GCB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase GCB or any Fox Chase GCB Subsidiary, except for “"at will” " arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase GCB or any Fox Chase GCB Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase GCB or any Fox Chase GCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase GCB or any Fox Chase GCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase GCB or any Fox Chase GCB Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to OFC or any PersonOFC Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase GCB or any Fox Chase GCB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase GCB or any Fox Chase GCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase Valley Green Disclosure Schedule 4.8(a), neither Fox Chase Valley Green nor any Fox Chase Valley Green Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 50,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Valley Green or any Fox Chase Valley Green Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase Luzerne Disclosure Schedule 4.8(a), neither Fox Chase Luzerne nor any Fox Chase Luzerne Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 50,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Luzerne or any Fox Chase Luzerne Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in MFI DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase MFI nor any Fox Chase MFI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase MFI or any Fox Chase MFI Subsidiary, except for “"at will” " arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase MFI or any Fox Chase MFI Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase MFI or any Fox Chase MFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Fox Chase MFI or any Fox Chase MFI Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase MFI or any Fox Chase MFI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, 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 consistent with past practice, and transactions in "federal funds" or which contains financial covenants or other material non-customary restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to Brookline Bancorp or any PersonBrookline Bancorp Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days' notice or less without material penalty or payment, or that obligates Fox Chase MFI or any Fox Chase MFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), ; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase MFI or any Fox Chase MFI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in the Disclosure Schedule 4.8(a)Letter, neither Fox Chase Seller nor any Fox Chase Seller Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Seller or any Fox Chase Seller Subsidiary, except for “"at will” " arrangements; (ii) any plan, arrangement plan or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Seller or any Fox Chase Seller Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Seller or any Fox Chase Seller Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Seller or any Fox Chase Seller Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Seller or any Fox Chase Seller Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances, 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 consistent with past practice, and transactions in "federal funds" or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to Purchaser or any PersonPurchaser Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days' notice, that obligates Fox Chase Seller or any Fox Chase Seller Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Seller or any Fox Chase Seller Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.8.1. Except as set forth on Fox Chase in RBPI Disclosure Schedule 4.8(a)4.8.1, neither Fox Chase RBPI nor any Fox Chase RBPI Subsidiary is a party to to, bound by or subject to: to any agreement, contract, instrument, plan, arrangement, commitment or understanding (iwhether written or oral): (a) any with respect to the employment, consulting consulting, severance, retention, “change in control” or severance contract or material arrangement with termination of any past or present officer, director director, manager, member, partner, employee or employee independent contractor of Fox Chase RBPI or any Fox Chase RBPI Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control), except for “at will” arrangements; (iib) containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any planRBPI Subsidiary (other than this Agreement), arrangement or contract granting any right of first refusal, right of first offer or similar right with respect to material assets of RBPI or any RBPI Subsidiary or limiting (or purporting to limit) the ability of RBPI or any RBPI Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (c) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, managers, members, partners, employees or employees independent contractors of Fox Chase RBPI or any Fox Chase RBPI Subsidiary; (iiid) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase RBPI or any Fox Chase RBPI Subsidiary; (ive) any agreement which by its terms limits the payment of dividends by Fox Chase RBPI or any Fox Chase RBPI Subsidiary; (vf) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase RBPI or any Fox Chase RBPI Subsidiary is an obligor to any person, except those which instrument evidences evidence or relates relate to indebtedness other than deposits, repurchase agreements, FHLB advances, 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 consistent with past practice, or which contains Business; (g) containing financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to BMBC or any PersonBMBC Subsidiary; (vih) any other agreement, written or oral, that obligates Fox Chase obligating RBPI or any Fox Chase RBPI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software); (i) providing for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) relating to the lease for real property; (k) with any broker-dealer or investment adviser; (l) with any investment company registered under the Investment Company Act of 1940; (m) with respect to any local clearing house or self-regulatory organization; (n) with respect to the settlement of any litigation or other adversarial proceeding; or (viio) any agreement (other than this Agreement)required to be filed on RBPI’s Annual Report on Form 10-K for the year ended December 31, contract2015 or for the year ended December 31, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)2016.

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in EN Bancorp Disclosure Schedule 4.8(a3.08(a), neither Fox Chase EN Bancorp nor any Fox Chase EN Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase or any Fox Chase Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase or any Fox Chase Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase or any Fox Chase Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase EN Bancorp or any Fox Chase EN Bancorp Subsidiary; (vii) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase EN Bancorp or any Fox Chase EN Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to such 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 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) that which would be applicable on or after the Closing Date to ESSA Bancorp or any PersonESSA Bancorp Subsidiary; (viiii) any other agreement, written or oral, that obligates Fox Chase EN Bancorp or any Fox Chase EN Bancorp Subsidiary for the payment of more than $25,000 10,000 annually or for the payment of more than $50,000 25,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (viiiv) 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 Fox Chase EN Bancorp or any Fox Chase EN Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth on Fox Chase Disclosure Schedule 4.8(a)in GUARANTY FINANCIAL DISCLOSURE SCHEDULE 4.9.1, neither Fox Chase Guaranty Financial nor any Fox Chase Guaranty Financial Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that which would be applicable on or after the Closing Date to First Sentry Bancshares or any PersonFirst Sentry Bancshares Subsidiary; (vi) any other agreement, written or oral, that obligates Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary for the payment of more than $25,000 50,000 annually or for the payment of more than $50,000 100,000 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)payment, or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Guaranty Financial or any Fox Chase Guaranty Financial Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth on Fox Chase in Penns Xxxxx Disclosure Schedule 4.8(a5.7(a), neither Fox Chase Penns Xxxxx nor any Fox Chase Penns Xxxxx Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 250,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary is an obligor to any person, which instrument evidences or 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 of 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary for the payment of more than $25,000 150,000 annually or for the payment of more than $50,000 750,000 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-the- shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase Penns Xxxxx or any Fox Chase Penns Xxxxx Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth on Fox Chase in Commerce Disclosure Schedule 4.8(a)4.9.1, neither Fox Chase Commerce nor any Fox Chase Commerce Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director director, employee or employee consultant of Fox Chase Commerce or any Fox Chase Commerce Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors directors, employees or employees consultants of Fox Chase Commerce or any Fox Chase Commerce Subsidiary; (iii) any collective bargaining agreement with any labor Univest union relating to employees of Fox Chase Commerce or any Fox Chase Commerce Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Fox Chase Commerce or any Fox Chase Commerce Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase Commerce or any Fox Chase Commerce Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, 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 consistent with past practice, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to Commerce or any PersonCommerce Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Fox Chase Commerce or any Fox Chase Commerce Subsidiary for the payment of more than $25,000 60,000 annually or for the payment of more than $50,000 100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), ; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by Fox Chase Commerce or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)Commerce Subsidiary.