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

Material Contracts; Leases; Defaults. 5.9.1 Except as set forth in CUB Disclosure Schedule 5.9.1, neither CU Bancorp nor CUB 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 CU Bancorp or CUB, 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 CU Bancorp or CUB, (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp or CUB, (iv) any agreement which by its terms limits the payment of dividends by CU Bancorp or CUB, (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 CU Bancorp or CUB is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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) which would be applicable on or after the Closing Date to CU Bancorp or CUB, or (vi) 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 CU Bancorp or CUB (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 4.9.1. Except as set forth in CUB Disclosure Schedule 5.9.1CB&T DISCLOSURE SCHEDULE 4.9.1, neither CU Bancorp CB&T nor CUB any CB&T 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 CU Bancorp CB&T or CUBany CB&T 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 employees of CU Bancorp CB&T or CUB, any CB&T Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp CB&T or CUB, any CB&T Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by CU Bancorp CB&T or CUB, any CB&T 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 CU Bancorp CB&T or CUB any CB&T Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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, 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 CU Bancorp AANB or CUBany AANB Subsidiary; (vi) any other agreement, written or oral, that obligates CB&T or any CB&T Subsidiary for the payment of more than $100,000 annually; or (vivii) 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 CU Bancorp CB&T or CUB any CB&T Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 4.8.1. Except for this Agreement, and those agreements and other documents which have been filed as exhibits to FLBC's Securities Documents or set forth in CUB Disclosure Schedule 5.9.1the FLBC DISCLOSURE SCHEDULE 4.8.1, neither CU Bancorp FLBC nor CUB any FLBC Subsidiary is a party to to, bound by or subject to: to (i) any employmentagreement, consulting contract, arrangement, commitment or severance contract understanding (whether written or oral) that is a "material arrangement with any past or present officer, director or employee contract" within the meaning of CU Bancorp or CUB, except for “at will” arrangements, Item 601(b)(10) of the SEC's Regulation S-K (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 CU Bancorp or CUB, (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp FLBC or CUB, any FLBC Subsidiary; (iviii) any agreement which by its terms limits the payment of dividends by CU Bancorp FLBC or CUB, SBFL; (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 CU Bancorp FLBC or CUB any FLBC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, the Federal Reserve Bank 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 CU Bancorp FNFG or CUBany FNFG Subsidiary; (v) any contract (other than this Agreement) limiting the freedom, in any material respect, of FLBC or SBFL to engage in any type of banking or bank-related business which FLBC or SBFL is permitted to engage in under applicable law as of the date of this Agreement or (vi) any agreement (other than this Agreement)agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by CU Bancorp FLBC or CUB any FLBC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 4.9.1. Except as set forth in CUB CNB Disclosure Schedule 5.9.14.9.1, neither CU Bancorp CNB nor CUB any CNB 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 CU Bancorp CNB or CUBany CNB 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 employees of CU Bancorp CNB or CUB, any CNB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp CNB or CUB, any CNB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by CU Bancorp CNB or CUB, any CNB Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which CU Bancorp CNB or CUB any CNB 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, 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 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 CU Bancorp CNB or CUBany CNB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates CNB or any CNB Subsidiary for the payment of more than $25,000 annually or for the payment of more than $25,000 over its remaining term; or (vivii) 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 CU Bancorp CNB or CUB any CNB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 (a) Except as set forth in CUB Union Bancshares Disclosure Schedule 5.9.14.08(a), neither CU Bancorp nor CUB is a party to and except for this Agreement, Union Bancshares and Union Bank are not parties to, bound by or subject to: (i) any employmentagreement, consulting contract, arrangement, commitment or severance contract understanding (whether written or oral) that is a "material arrangement with any past or present officer, director or employee contract" within the meaning of CU Bancorp or CUB, except for “at will” arrangements, Item 601(b)(10) of the SEC's Regulation S-K; (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 CU Bancorp or CUB, (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp Union Bancshares or CUB, Union Bank; (iviii) any agreement which by its terms limits the payment of dividends by CU Bancorp Union Bancshares or CUB, Union Bank; (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 CU Bancorp Union Bancshares or CUB Union Bank is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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, 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 Effective Date to CU Bancorp First Guaranty Bancshares or CUBany First Guaranty Bancshares Subsidiary; (v) any contract (other than this Agreement) limiting the freedom, in any respect, of Union Bancshares or Union Bank to engage in any type of banking or bank-related business which Union Bancshares or Union Bank is permitted to engage in under applicable law as of the date of this Agreement; (vi) any agreement providing insurance of any type to Union Bancshares, Union Bank or any of its directors, officers, employees or agents in such capacity; or (other than this Agreement)vii) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by CU Bancorp Union Bancshares or CUB Union Bank (it being understood that any non-compete or similar provision shall be deemed material). The foregoing contracts, agreements, arrangements, commitments or understandings are hereinafter referred to as "Material Agreements."

Material Contracts; Leases; Defaults. 5.9.1 4.9.1. Except as set forth in CUB Disclosure Schedule 5.9.1TFC DISCLOSURE SCHEDULE 4.9.1, neither CU Bancorp TFC nor CUB any TFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of CU Bancorp TFC or CUBany TFC 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 CU Bancorp TFC or CUB, any TFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp TFC or CUB, any TFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by CU Bancorp TFC or CUB, any TFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which CU Bancorp TFC or CUB any TFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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, 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 CU Bancorp FNFG or CUBany FNFG Subsidiary; (vi) any other agreement, written or oral, that obligates TFC or any TFC Subsidiary for the payment of more than $75,000 annually; or (vivii) 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 CU Bancorp TFC or CUB any TFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 (i) Except as set forth in CUB GCFC Disclosure Schedule 5.9.14.1(j)(i), neither CU Bancorp GCFC nor CUB any GCFC 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 CU Bancorp GCFC or CUBany GCFC 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 employees of CU Bancorp GCFC or CUB, any GCFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp GCFC or CUB, any GCFC Subsidiary; (iv) any agreement (other than this Agreement) which by its terms limits the payment of dividends by CU Bancorp GCFC or CUB, any GCFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of notes payable, including trust preferred obligations, purchase money obligationobligations, conditional sale, lease purchase, guaranty or otherwise, in respect of which CU Bancorp GCFC or CUB any GCFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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, 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 CU Bancorp IBT; (vi) any other agreement, written or CUBoral, that obligates GCFC or any GCFC Subsidiary for the payment of more than $50,000 annually; or (vivii) 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 CU Bancorp GCFC or CUB any GCFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 4.9.1. Except as set forth in CUB Disclosure Schedule 5.9.1ALLEGIANCE BANK DISCLOSURE SCHEDULE 4.9.1, neither CU Bancorp nor CUB Allegiance Bank is not 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 CU Bancorp or CUBAllegiance Bank, 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 CU Bancorp or CUB, Allegiance Bank; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp or CUB, Allegiance Bank; (iv) any agreement which by its terms limits the payment of dividends by CU Bancorp or CUB, Allegiance Bank; (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 CU Bancorp or CUB Allegiance Bank is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, the Federal Reserve Bank 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 CU Bancorp BCB or CUBany BCB Subsidiary; (vi) any other agreement, written or oral, that obligates Allegiance Bank 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, or (vivii) 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 CU Bancorp or CUB Allegiance Bank (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 4.8.1. Except as set forth in CUB Company Disclosure Schedule 5.9.14.8.1, neither CU Bancorp the Company nor CUB any Company 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 CU Bancorp the Company or CUBany Company Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (b) 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 the Company or any past or present Company director or employee; (iic) 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 employees independent contractors of CU Bancorp the Company or CUB, any Company Subsidiary; (iiid) any collective bargaining agreement with any labor union relating to employees of CU Bancorp the Company or CUB, any Company Subsidiary; (ive) any agreement which by its terms limits the payment of dividends by CU Bancorp the Company or CUB, any Company Subsidiary; (vf) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which CU Bancorp the Company or CUB any Company Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, the Federal Reserve Bank 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 CU Bancorp the Parent or CUBany Parent Subsidiary; (g) any other agreement, written or oral, that obligates the Company or any Company Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (viother than agreements for commercially available “off-the-shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by CU Bancorp the Company or CUB any Company Subsidiary; (it being understood that i) any noncontract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-compete dealer or similar provision shall be deemed material)investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other contract which is material to the business, operations or financial condition of the Company or a Company Subsidiary.

Material Contracts; Leases; Defaults. 5.9.1 4.9.1 Except as set forth in CUB PSBK Disclosure Schedule 5.9.14.9.1, neither CU Bancorp nor CUB PSBK is not a party to or nor subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of CU Bancorp or CUBPSBK, 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 CU Bancorp or CUB, PSBK; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp or CUB, PSBK; (iv) any agreement which by its terms limits the payment of dividends by CU Bancorp or CUB, PSBK; (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 CU Bancorp or CUB PSBK is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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) which would be applicable on or after the Closing Date to CU Bancorp FCAL or CUBFCB; (vi) except for items listed on PSBK Disclosure Schedule 4.16 and loans and other extensions of credit made by PSBK in the ordinary course of its business, any other agreement, written or oral, that obligates PSBK for the payment of more than $100,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, or (vivii) 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 CU Bancorp or CUB PSBK (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 5.9.1 (a) Except as set forth in CUB Disclosure Schedule 5.9.1Previously Disclosed, neither CU First Federal Bancorp nor CUB any First 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 or employee of CU Bancorp or CUBemployee, 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 CU Bancorp or CUB, employees; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp or CUB, employees; (iv) any agreement which by its terms limits the payment of dividends by CU First Federal Bancorp or CUB, any First Federal 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 CU First Federal Bancorp or CUB any First Federal Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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) which would be applicable on or after the Closing Date to CU First Federal Bancorp or CUBany First Federal Bancorp Subsidiary; (vi) any other agreement, written or oral, that obligates First Federal Bancorp or any First Federal Subsidiary for the payment of more than $50,000 annually or for the payment of more than $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 (vivii) 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 CU First Federal Bancorp or CUB any First Federal 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. 5.9.1 4.8.1. Except as set forth in CUB Disclosure Schedule 5.9.1CLFC DISCLOSURE SCHEDULE 4.8.1, neither CU Bancorp CLFC nor CUB any CLFC Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of CU Bancorp CLFC or CUBany CLFC 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 CU Bancorp CLFC or CUB, any CLFC Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of CU Bancorp CLFC or CUB, any CLFC Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by CU Bancorp CLFC or CUB, any CLFC Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which CU Bancorp CLFC or CUB any CLFC Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, 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, 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 CU Bancorp First Clover Leaf Financial or CUB, or any First Clover Leaf Financial Subsidiary; (vi) any agreement agreement, written or oral, that obligates CLFC or any CLFC Subsidiary for the payment of more than $20,000 annually; or (other than this Agreement)vii) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by CU Bancorp CLFC or CUB any CLFC Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).