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

Material Contracts; Leases; Defaults. (a) Except as set forth in Brooklyn Disclosure Schedule 3.08, neither Brooklyn MHC, Brooklyn Bancorp nor any Brooklyn Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee, 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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp or any Brooklyn Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp or any Brooklyn 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) which would be applicable on or after the Closing Date to Investors Bancorp or any Investors Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp or any Brooklyn 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 Brooklyn Bancorp or any Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth in Brooklyn Legacy Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp Legacy nor any Brooklyn Legacy 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 employeeconsultant of Legacy or any Legacy 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 directors, employees or employeesconsultants of Legacy or any Legacy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of Legacy or any Legacy Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Brooklyn Bancorp Legacy or any Brooklyn Legacy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Legacy or any Brooklyn Legacy 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) which would be applicable on or after the Closing Date to Investors Bancorp Legacy or any Investors Bancorp Legacy Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Brooklyn MHC, Brooklyn Bancorp Legacy or any Brooklyn Legacy 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 (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 Brooklyn Bancorp Legacy or any Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)Legacy Subsidiary.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth in Brooklyn on Cheviot Financial Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp Cheviot Financial nor any Brooklyn Cheviot Financial Subsidiary is a party to or subject to: (i) any employment, consulting agreement which by its terms limits the payment of dividends by Cheviot Financial or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsCheviot Financial Subsidiary; (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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment employees of dividends by Brooklyn Bancorp Cheviot Financial or any Brooklyn Cheviot Financial Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Cheviot Financial or any Brooklyn Cheviot Financial Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB of Cincinnati advances, 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) which would be applicable on or after the Closing Date to Investors Bancorp MainSource or any Investors Bancorp MainSource Subsidiary; (viiv) any other agreement, written or or, to Cheviot Financial’s knowledge, oral, that obligates Brooklyn MHC, Brooklyn Bancorp Cheviot Financial or any Brooklyn Cheviot 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 payment; (other than agreements for commercially available “off-the- shelf” software)v) any obligation, agreement, contract, commitment, liability, lease or license made outside of the ordinary course of business, except where the aggregate of the amount due under such obligations, agreements, contracts, commitments, liabilities, leases or licenses would not have a Material Adverse Effect, nor does there exist any circumstances resulting from transactions effected or events occurring on or prior to the date of this Agreement or from any action omitted to be taken during such period which could reasonably be expected to result in any such obligation, agreement, contract, commitment, liability, lease or license; or (viivi) 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 Brooklyn Bancorp Cheviot Financial or any Brooklyn Cheviot Financial Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but ). None of Cheviot Financial or any limitation on Cheviot Financial Subsidiary is delinquent in the scope payment of any license granted under amount due pursuant to any trade payable in any material respect, and each has properly accrued for such agreement shall payables in accordance with GAAP, except where the failure to so accrue would not be deemed material)constitute a Material Adverse Effect on Cheviot Financial.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth in Brooklyn Disclosure Schedule 3.08Hopewell Valley DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn Bancorp Hopewell Valley nor any Brooklyn Hopewell Valley Subsidiary is a party to or subject to: (i) any employment, consulting agreement which by its terms limits the payment of dividends by Hopewell Valley or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsHopewell Valley Subsidiary; (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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment employees of dividends by Brooklyn Bancorp Hopewell Valley or any Brooklyn Hopewell Valley Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Hopewell Valley or any Brooklyn Hopewell Valley 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 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) which would be applicable on or after the Closing Date to Investors Northfield Bancorp or any Investors Northfield Bancorp Subsidiary; (viiv) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp Hopewell Valley or any Brooklyn Hopewell Valley 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 (viiv) 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 Brooklyn Bancorp Hopewell Valley or any Brooklyn Hopewell Valley Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, but contract, commitment or understanding pursuant to which Hopewell Valley or any limitation on Hopewell Valley Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the scope involvement of Hopewell Valley or any Hopewell Valley Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of any license granted under joint venture with any third parties. Hopewell Valley DISCLOSURE SCHEDULE 4.9.1 sets forth the payments due in the event that any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in Hopewell Valley DISCLOSURE SCHEDULE 4.9.1 is terminated by Hopewell Valley or Northfield prior to, in connection with, or immediately following the Merger, and where such agreement shall not be deemed material)payment would exceed $100,000.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth in Brooklyn Disclosure Schedule 3.08LIFC DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn Bancorp LIFC nor any Brooklyn LIFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsemployee of LIFC or any LIFC Subsidiary; (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 employeesemployees of LIFC or any LIFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of LIFC or any LIFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp LIFC or any Brooklyn LIFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp LIFC or any Brooklyn LIFC 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) which would be applicable on or after the Closing Date to Investors Bancorp NYB or any Investors Bancorp NYB Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp LIFC or any Brooklyn LIFC Subsidiary for the payment of more than $25,000 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 Brooklyn Bancorp LIFC or any Brooklyn LIFC 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 in Brooklyn Disclosure Schedule 3.08VSB Bancorp DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn VSB Bancorp nor any Brooklyn VSB Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting agreement that by its terms limits the payment of dividends by VSB Bancorp or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsVSB Bancorp Subsidiary; (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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment employees of dividends by Brooklyn VSB Bancorp or any Brooklyn VSB Bancorp Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn VSB Bancorp or any Brooklyn VSB Bancorp 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 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 that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Investors Northfield Bancorp or any Investors Northfield Bancorp Subsidiary; (viiv) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn VSB Bancorp or any Brooklyn VSB Bancorp 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 (viiv) 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 Brooklyn VSB Bancorp or any Brooklyn VSB Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, but contract, commitment or understanding pursuant to which VSB Bancorp or any limitation on VSB Bancorp Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the scope involvement of VSB Bancorp or any VSB Bancorp Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of any license granted under joint venture with any third parties. VSB Bancorp DISCLOSURE SCHEDULE 4.9.1 sets forth the payments due if any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in VSB Bancorp DISCLOSURE SCHEDULE 4.9.1 is terminated by VSB Bancorp or Northfield Bancorp prior to, in connection with, or immediately following the Merger, and where such agreement shall not be deemed material)payment or penalty would exceed $100,000.

Material Contracts; Leases; Defaults. (a) 4.8.1. Except as set forth in Brooklyn SBBX Disclosure Schedule 3.084.8.1, neither Brooklyn MHC, Brooklyn Bancorp SBBX nor any Brooklyn SBBX Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract or material arrangement agreement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer, officer or director of SBBX or employeeany SBBX 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; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of SBBX or any SBBX Subsidiary; (iviii) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp SBBX or any Brooklyn SBBX Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp SBBX or any Brooklyn SBBX 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) which would be applicable on or after the Closing Date to Investors Bancorp PFS, Provident Bank or any Investors Bancorp PFS Subsidiary; (viv) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp SBBX or any Brooklyn SBBX 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 payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than agreements licenses for commercially available commercial “off-the- the-shelf” software)or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viiviii) 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 Brooklyn Bancorp SBBX or any Brooklyn SBBX 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 in Brooklyn LNB Bancorp Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn LNB Bancorp nor any Brooklyn LNB Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting agreement which by its terms limits the payment of dividends by LNB Bancorp or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsLNB Bancorp Subsidiary; (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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment employees of dividends by Brooklyn LNB Bancorp or any Brooklyn LNB Bancorp Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn LNB Bancorp or any Brooklyn LNB Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB of Cincinnati advances, 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) which would be applicable on or after the Closing Date to Investors Bancorp Northwest Bancshares or any Investors Bancorp Northwest Bancshares Subsidiary; (viiv) any other agreement, written or or, to LNB Bancorp’s knowledge, oral, that obligates Brooklyn MHC, Brooklyn LNB Bancorp or any Brooklyn LNB Bancorp 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 (viiv) 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 Brooklyn LNB Bancorp or any Brooklyn LNB 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 in Brooklyn Disclosure Schedule 3.08FSBI DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn Bancorp FSBI nor any Brooklyn FSBI 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 employeeemployee of FSBI or any FSBI Subsidiary, except for “at will” arrangements; (ii) any plan, material 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 employeesemployees of FSBI or any FSBI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of FSBI or any FSBI Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp FSBI or any Brooklyn FSBI Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp FSBI or any Brooklyn FSBI 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 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) which would be applicable on or after the Closing Date to Investors Bancorp PFS or any Investors Bancorp PFS Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp FSBI or any Brooklyn FSBI 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), 100,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Brooklyn Bancorp FSBI or any Brooklyn FSBI 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 in Brooklyn DCB Disclosure Schedule 3.084.8.1, neither Brooklyn MHC, Brooklyn Bancorp DCB nor any Brooklyn DCB Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material arrangement agreement with any past or present officer, director or employeeemployee of DCB or any DCB 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 employeesemployees of DCB or any DCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of DCB or any DCB Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp DCB or any Brooklyn DCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp DCB or any Brooklyn DCB 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 restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to Investors Bancorp Bridge Bancorp, BNB Bank or any Investors Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp DCB or any Brooklyn DCB Subsidiary for the payment of more than $25,000 150,000 annually or for the payment of more than $50,000 200,000 over its remaining term, which is not terminable with or without cause on 60 days’ or less notice without penalty or payment payment, (vii) that is a material intellectual property license or under which DCB or any DCB Subsidiary has licensed to others the right to use any intellectual property owned by DCB or any DCB Subsidiary, other than agreements licenses for commercially available commercial “off-the- the-shelf” software)or “shrink-wrap” software that have not been modified or customized for DCB or any DCB Subsidiary other than through customization tools made available by the applicable licensor, (viii) that provides any rights to shareholders of DCB, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to DCB’s or any DCB Subsidiary’s Board of Directors or (viiix) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Brooklyn Bancorp DCB or any Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)DCB Subsidiary.

Material Contracts; Leases; Defaults. (a) Except as set forth in Brooklyn Disclosure Schedule 3.08Previously Disclosed, neither Brooklyn MHC, Brooklyn Bancorp Alpena Banking Corporation nor any Brooklyn Alpena Banking 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, 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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp Alpena Banking Corporation or any Brooklyn Alpena Banking Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Alpena Banking Corporation or any Brooklyn Alpena Banking 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) which would be applicable on or after the Closing Date to Investors First Federal Bancorp or any Investors First Federal Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp Alpena Banking Corporation or any Brooklyn Alpena Banking 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 Brooklyn Bancorp Alpena Banking Corporation or any Brooklyn Alpena Banking 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 in Brooklyn CNB Disclosure Schedule 3.084.8.1, neither Brooklyn MHC, Brooklyn Bancorp nor any Brooklyn Subsidiary CNB is not a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material arrangement agreement with any past or present officer, director or employeeemployee of CNB, 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 employeesemployees of CNB; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of CNB; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp or any Brooklyn SubsidiaryCNB; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp or any Brooklyn Subsidiary CNB 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) which would be applicable on or after the Closing Date to Investors Bancorp Bridge Bancorp, Bridge Bank or any Investors Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp or any Brooklyn Subsidiary CNB 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 Brooklyn Bancorp or any Brooklyn Subsidiary CNB (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) Except as set forth in Brooklyn on Riverview Disclosure Schedule 3.084.8(a), neither Brooklyn MHC, Brooklyn Bancorp Riverview nor any Brooklyn Riverview Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employeeemployee of Riverview or any Riverview 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 employeesemployees of Riverview or any Riverview Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employeesemployees of Riverview or any Riverview Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp Riverview or any Brooklyn Riverview Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Riverview or any Brooklyn Riverview Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, FRB Paycheck Protection Program Liquidity Facility borrowings, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Investors Bancorp or any Investors Bancorp SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp Riverview or any Brooklyn Riverview Subsidiary for the payment of more than Fifty Thousand Dollars ($25,000 50,000) annually or for the payment of more than One Hundred Thousand Dollars ($50,000 100,000) 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 ; (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 Brooklyn Bancorp Riverview or any Brooklyn Riverview Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material); (viii) any Contract between or among Riverview or any of its Subsidiaries or Affiliates; (ix) any Contract involving Intellectual Property (excluding generally commercially available “off the shelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any Contract relating to the provision of data processing, network communications or other technical services to or by Riverview or any of its Subsidiaries; (xi) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar arrangement or agreement; (xii) any Contract that provides any rights to investors in Riverview, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Riverview Board of Directors; (xiii) any Contract that provides for potential material indemnification payments by Riverview or any of its Subsidiaries; (xiv) any Contract or understanding with a labor union, in each case whether written or oral; (xv) any Contract that grants any right of first refusal, right first offer or similar right with respect to any material assets, rights or properties of Riverview or its Subsidiaries; (xvi) any Contract which is a merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Governmental Authority in connection with the acquisition of a depository institution, or similar agreement that has indemnification, earn-out or other obligations that continue in effect after the date of this Agreement; or (xvii) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K).

Material Contracts; Leases; Defaults. (a) Except as set forth in Brooklyn on Brunswick Disclosure Schedule 3.084.8(a), neither Brooklyn MHC, Brooklyn Bancorp Brunswick nor any Brooklyn Brunswick 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 employeeemployee of Brunswick or any Brunswick 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 employeesemployees of Brunswick or any Brunswick Subsidiary; (iii) any collective bargaining agreement with any labor union organization relating to employeesemployees of Brunswick or any Brunswick Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp Brunswick or any Brooklyn Brunswick Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($100,000) whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Brunswick or any Brooklyn Brunswick 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) which that would be applicable on or after the Closing Date to Investors Bancorp or any Investors Bancorp SubsidiaryPerson; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp Brunswick or any Brooklyn Brunswick Subsidiary for the payment of more than Fifty Thousand Dollars ($25,000 50,000) annually or for the payment of more than One Hundred Thousand Dollars ($50,000 100,000) 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 ; (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 Brooklyn Bancorp Brunswick or any Brooklyn Brunswick Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material); (viii) any Contract between or among Brunswick or any of its Subsidiaries or Affiliates; (ix) any Contract involving Intellectual Property (excluding generally commercially available “off the shelf” software programs licensed pursuant to “shrink wrap” or “click and accept” licenses); (x) any Contract relating to the provision of data processing, network communications or other technical services to or by Brunswick or any of its Subsidiaries; (xi) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar arrangement or agreement; (xii) any Contract that provides any rights to investors in Brunswick, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Brunswick Board of Directors; (xiii) any Contract that provides for potential material indemnification payments by Brunswick or any of its Subsidiaries; (xiv) any Contract or understanding with a labor union, in each case whether written or oral; (xv) any Contract that grants any right of first refusal, right first offer or similar right with respect to any material assets, rights or properties of Brunswick or its Subsidiaries; (xvi) any Contract which is a merger agreement, asset purchase agreement, stock purchase agreement, deposit assumption agreement, loss sharing agreement or other commitment to a Governmental Authority in connection with the acquisition of a depository institution, or similar agreement that has indemnification, earn-out or other obligations that continue in effect after the date of this Agreement; or (xvii) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K).

Material Contracts; Leases; Defaults. (a) Except as set forth in Brooklyn Disclosure Schedule 3.08Previously Disclosed, neither Brooklyn Roma MHC, Brooklyn Bancorp Roma Financial nor any Brooklyn 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, 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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp Roma Financial or any Brooklyn Roma Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp Roma Financial or any Brooklyn 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) which would be applicable on or after the Closing Date to Investors Bancorp or any Investors Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn Roma MHC, Brooklyn Bancorp Roma Financial or any Brooklyn 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 Brooklyn Bancorp Roma Financial or any Brooklyn 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) 4.8.1. Except as set forth in Brooklyn FNBNY Disclosure Schedule 3.084.8.1, neither Brooklyn MHC, Brooklyn Bancorp FNBNY nor any Brooklyn FNBNY Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material arrangement agreement with any past or present officer, director or employeeemployee of FNBNY or any FNBNY Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for Table of Contents bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employeesemployees of FNBNY or any FNBNY Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of FNBNY or any FNBNY Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp FNBNY or any Brooklyn FNBNY Subsidiary, other than the OCC Agreement; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp FNBNY or any Brooklyn FNBNY 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) which would be applicable on or after the Closing Date to Investors Bridge Bancorp or any Investors Bridge Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp FNBNY or any Brooklyn FNBNY Subsidiary for the payment of more than $25,000 15,000 annually or for the payment of more than $50,000 35,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the- shelf” software), or (vii) any agreement (other than this Agreement and the OCC Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Brooklyn Bancorp FNBNY or any Brooklyn FNBNY Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth in Brooklyn ALFC Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp ALFC nor any Brooklyn ALFC 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 employeeemployee of ALFC or any ALFC Subsidiary, except for “"at will” " arrangements; (ii) any plan, material 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 employeesemployees of ALFC or any ALFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of ALFC or any ALFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp ALFC or any Brooklyn ALFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp ALFC or any Brooklyn ALFC 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) which would be applicable on or after the Closing Date to Investors Bancorp FFC or any Investors Bancorp FFC Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days' notice, that obligates Brooklyn MHC, Brooklyn Bancorp ALFC or any Brooklyn ALFC 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 Brooklyn Bancorp ALFC or any Brooklyn ALFC 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 in Brooklyn Disclosure Schedule 3.08MFI DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn Bancorp MFI nor any Brooklyn 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 employeeemployee of MFI or any MFI Subsidiary, except for “"at will” " arrangements; (ii) any plan, material 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 employeesemployees of MFI or any MFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of MFI or any MFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Brooklyn Bancorp MFI or any Brooklyn MFI 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 Brooklyn Bancorp MFI or any Brooklyn 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) which would be applicable on or after the Closing Date to Investors Brookline Bancorp or any Investors Brookline 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 Brooklyn MHC, Brooklyn Bancorp MFI or any Brooklyn 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 Brooklyn Bancorp MFI or any Brooklyn 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) 4.9.1 Except as set forth in Brooklyn ALFC Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp ALFC nor any Brooklyn ALFC 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 employeeemployee of ALFC or any ALFC Subsidiary, except for “at will” arrangements; (ii) any plan, material 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 employeesemployees of ALFC or any ALFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of ALFC or any ALFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp ALFC or any Brooklyn ALFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp ALFC or any Brooklyn ALFC 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 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) which would be applicable on or after the Closing Date to Investors Bancorp FFC or any Investors Bancorp FFC Subsidiary; (vi) any other agreement, written or oral, not terminable on 60 days’ notice, that obligates Brooklyn MHC, Brooklyn Bancorp ALFC or any Brooklyn ALFC 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 Brooklyn Bancorp ALFC or any Brooklyn ALFC 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 in Brooklyn Disclosure Schedule 3.08FMBT DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn Bancorp FMBT nor any Brooklyn FMBT 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 employeeemployee of FMBT or any FMBT Subsidiary, except for “at will” arrangements; (ii) any plan, material 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 employeesemployees of FMBT or any FMBT Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of FMBT or any FMBT Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Bancorp FMBT or any Brooklyn FMBT Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp FMBT or any Brooklyn FMBT 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 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) which would be applicable on or after the Closing Date to Investors Bancorp PFS or any Investors Bancorp PFS Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp FMBT or any Brooklyn FMBT 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), 100,000 annually; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Brooklyn Bancorp FMBT or any Brooklyn FMBT 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 in Brooklyn ABB Financial Group Disclosure Schedule 3.084.9.1, as of the date of this Agreement, neither Brooklyn MHC, Brooklyn Bancorp ABB Financial Group nor any Brooklyn ABB Financial Group Subsidiary is a party to or subject to: (i) any employment, consulting agreement that by its terms limits the payment of dividends by ABB Financial Group or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsABB Financial Group Subsidiary; (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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment employees of dividends by Brooklyn Bancorp ABB Financial Group or any Brooklyn ABB Financial Group Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp ABB Financial Group or any Brooklyn ABB Financial Group 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 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 that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Investors Bancorp Community First Bancshares or any Investors Bancorp Community First Bancshares Subsidiary; (viiv) any other agreement, written or oral, that obligates Brooklyn MHC, Brooklyn Bancorp ABB Financial Group or any Brooklyn ABB Financial Group 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 (viiv) 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 Brooklyn Bancorp ABB Financial Group or any Brooklyn ABB Financial Group Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); (vi) any agreement, but contract, commitment or understanding pursuant to which ABB Financial Group or any limitation ABB Financial Group Subsidiary may be obligated to invest in or contribute capital to any entity; or (vii) any agreement, contract, commitment or understanding that relates to the involvement of ABB Financial Group or any ABB Financial Group Subsidiary in any joint venture, partnership, limited company agreement or other similar agreement or arrangement, or to the formation, criteria or operation, management or control of any joint venture with any third parties. With respect to the agreements described in clause (iv), above, ABB Financial Group Disclosure Schedule 4.9.1 sets forth the estimated remaining payments due or, if any agreement, contract, commitment or understanding, or group of related agreements (including data processing contracts) described in ABB Financial Group Disclosure Schedule 4.9.1 can be terminated by ABB Financial Group or Community First Bancshares prior to, in connection with, or immediately following the Merger, and where such payment or penalty would exceed $50,000, the estimated termination payments, in each case based on the scope of any license granted under any such agreement shall not be deemed material)assumptions specified in the schedules.

Material Contracts; Leases; Defaults. (a) Except as set forth in Brooklyn Disclosure Schedule 3.08Previously Disclosed, neither Brooklyn Flatbush MHC, Brooklyn Flatbush Federal Bancorp nor any Brooklyn Flatbush 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, 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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment of dividends by Brooklyn Flatbush Federal Bancorp or any Brooklyn Flatbush Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Flatbush Federal Bancorp or any Brooklyn Flatbush 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) which would be applicable on or after the Closing Date to Investors Northfield Bancorp or any Investors Northfield Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates Brooklyn Flatbush MHC, Brooklyn Flatbush Federal Bancorp or any Brooklyn Flatbush 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 Brooklyn Flatbush Federal Bancorp or any Brooklyn Flatbush 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 in Brooklyn on SWNB Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp SWNB nor any Brooklyn SWNB 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 employeeconsultant of SWNB or any SWNB 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 directors, employees or employeesconsultants of SWNB or any SWNB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits or affects the payment of dividends by Brooklyn Bancorp SWNB or any Brooklyn SWNB Subsidiary; (viv) any instrument evidencing or related to material indebtedness for borrowed money in excess of $250,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp SWNB or any Brooklyn SWNB 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 that contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Investors Bancorp SWNB or any Investors Bancorp SWNB Subsidiary; (viv) any other agreement, written or oral, that is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Brooklyn MHC, Brooklyn Bancorp SWNB or any Brooklyn SWNB 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 Brooklyn Bancorp SWNB or any Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)SWNB Subsidiary.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth in Brooklyn Disclosure Schedule 3.08FCB DISCLOSURE SCHEDULE 4.9.1, neither Brooklyn MHC, Brooklyn Bancorp FCB nor any Brooklyn 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 employeeemployee of FCB or any FCB Subsidiary, except for “"at will” " arrangements; (ii) any plan, material 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 employeesemployees of FCB or any FCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of FCB or any FCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Brooklyn Bancorp FCB or any Brooklyn FCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp FCB or any Brooklyn FCB 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) which would be applicable on or after the Closing Date to Investors Bancorp Fidelity Bankshares or any Investors Bancorp Fidelity Bankshares Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days' notice or less without material penalty or payment, or that obligates Brooklyn MHC, Brooklyn Bancorp FCB or any Brooklyn 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 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 Brooklyn Bancorp FCB or any Brooklyn 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 in Brooklyn MutualFirst Financial Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp MutualFirst Financial nor any Brooklyn MutualFirst Financial Subsidiary is a party to or subject to: (i) any employment, consulting agreement which by its terms limits the payment of dividends by MutualFirst Financial or severance contract or material arrangement with any past or present officer, director or employee, except for “at will” arrangementsMutualFirst Financial Subsidiary; (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; (iii) any collective bargaining agreement with any labor union relating to employees; (iv) any agreement which by its terms limits the payment employees of dividends by Brooklyn Bancorp MutualFirst Financial or any Brooklyn MutualFirst Financial Subsidiary; (viii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp MutualFirst Financial or any Brooklyn MutualFirst Financial Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB of Indianapolis advances, 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) which would be applicable on or after the Closing Date to Investors Bancorp Northwest Bancshares or any Investors Bancorp Northwest Bancshares Subsidiary; (viiv) any other agreement, written or or, to MutualFirst Financial’s knowledge, oral, that obligates Brooklyn MHC, Brooklyn Bancorp MutualFirst Financial or any Brooklyn MutualFirst Financial Subsidiary 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 (viiv) 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 Brooklyn Bancorp MutualFirst Financial or any Brooklyn MutualFirst 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) 4.9.1 Except as set forth in Brooklyn FCB Disclosure Schedule 3.084.9.1, neither Brooklyn MHC, Brooklyn Bancorp FCB nor any Brooklyn 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 director, employee or employeeconsultant of FCB or any FCB 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 directors, employees or employeesconsultants of FCB or any FCB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employeesemployees of FCB or any FCB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Brooklyn Bancorp FCB or any Brooklyn FCB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Brooklyn Bancorp FCB or any Brooklyn FCB 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) which would be applicable on or after the Closing Date to Investors Bancorp FCB or any Investors Bancorp FCB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Brooklyn MHC, Brooklyn Bancorp FCB or any Brooklyn FCB 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 (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 Brooklyn Bancorp FCB or any Brooklyn Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material)FCB Subsidiary.