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

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, is a party to, bound by or subject to (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin or Franklin Savings; (iii) any agreement which by its terms limits the payment of dividends by First Franklin or Franklin Savings; (iv) 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 First Franklin or Franklin Savings is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ acceptances, “treasury tax and loan” accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial or any Cheviot Financial Subsidiary; (v) any contract (other than this Agreement) limiting the ability, in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement 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 First Franklin or Franklin Savings (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings identified in First Franklin Disclosure Schedules 3.08(a) and 3.08(b) have been made available to Cheviot Financial on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings (nor, to the Knowledge of First Franklin), any other party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any material respect under any term of, any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding to which First Franklin or Franklin Savings is a party or under which First Franklin or Franklin Savings may be liable contains provisions which permit an independent contractor to terminate it without cause and after such termination without cause continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules those agreements and regulations of the OTS and the Departmentother documents filed as exhibits to Innes Street's Securities Documents, neither First Franklin Innes Street nor Franklin Savings, nor any Subsidiary, Citizens Bank is a party to, bound by or subject to (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin Innes Street or Franklin SavingsCitizens Bank; (iii) any agreement which by its terms limits the payment of dividends by First Franklin Innes Street or Franklin SavingsCitizens Bank; (iv) 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 First Franklin Innes Street or Franklin Savings Citizens Bank is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati Atlanta advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial Xxxxxx Bancorp or any Cheviot Financial Xxxxxx Bancorp Subsidiary; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin Innes Street or Franklin Savings Citizens Bank to engage in any type of banking or bank-related business which First Franklin Innes Street or Franklin Savings Citizens Bank 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 First Franklin Innes Street or Franklin Savings Citizens Bank (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Company Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings identified in First Franklin Disclosure Schedules 3.08(a) and 3.08(b) have been made available to Cheviot Financial on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings (nor, to the Knowledge of First Franklin), any other party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any material respect under any term of, any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding to which First Franklin or Franklin Savings is a party or under which First Franklin or Franklin Savings may be liable contains provisions which permit an independent contractor to terminate it without cause and after such termination without cause continue to accrue future benefits thereunder.Innes Street DISCLOSURE SCHEDULE 3.08

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Union Bancshares Disclosure Schedule 3.08(a4.08(a), and except for this Agreement, Union Bancshares and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, is a party Union Bank are not parties to, bound by or subject to to: (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract"material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin Union Bancshares or Franklin SavingsUnion Bank; (iii) any agreement which by its terms limits the payment of dividends by First Franklin Union Bancshares or Franklin SavingsUnion Bank; (iv) 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 First Franklin Union Bancshares or Franklin Savings Union Bank is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial First Guaranty Bancshares or any Cheviot Financial First Guaranty Bancshares Subsidiary; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin Union Bancshares or Franklin Savings Union Bank to engage in any type of banking or bank-related business which First Franklin Union Bancshares or Franklin Savings Union Bank is permitted to engage in under applicable law as of the date of this Agreement or 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 First Franklin Union Bancshares or Franklin Savings Union Bank (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except The foregoing contracts, agreements, arrangements, commitments or understandings are hereinafter referred to as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default"Material Agreements." (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of the Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings Agreements identified in First Franklin Union Bancshares Disclosure Schedules 3.08(a) and 3.08(bSchedule 4.08(a) have been made available to Cheviot Financial First Guaranty Bancshares on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), and are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings Union Bancshares or Union Bank has not (nor, to the Knowledge of First Franklin), Union Bancshares or Union Bank has any other party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understandingAgreement) has materially breached any provision of, or nor is in default in any material respect under any term of, any such Material ContractAgreement except for such breaches or defaults as would not have a Material Adverse Effect on Union Bancshares and the Union Subsidiaries, agreement, instrument, contract, arrangement, commitment, lease or understandingconsidered as one enterprise. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no No party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Agreement will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Agreement as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no No such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Agreement to which First Franklin Union Bancshares or Franklin Savings Union Bank is a party or under which First Franklin Union Bancshares or Franklin Savings Union Bank may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and after such termination without cause to continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule EQUINOX FINANCIAL DISCLOSURE SCHEDULE 3.08(a), and except for this Agreement, Equinox Financial and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, is a party Equinox are not parties to, bound by or subject to to: (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract"material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin Equinox Financial or Franklin SavingsEquinox; (iii) any agreement which by its terms limits the payment of dividends by First Franklin Equinox Financial or Franklin SavingsEquinox; (iv) 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 First Franklin Equinox Financial or Franklin Savings Equinox is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial Northwest Bancorp or any Cheviot Financial Northwest Bancorp Subsidiary; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin Equinox Financial or Franklin Savings Equinox to engage in any type of banking or bank-related business which First Franklin Equinox Financial or Franklin Savings Equinox is permitted to engage in under applicable law as of the date of this Agreement or Agreement; (vi) any agreement providing insurance of any type to Equinox Financial, Equinox 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 First Franklin Equinox Financial or Franklin Savings Equinox (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except The foregoing contracts, agreements, arrangements, commitments or understandings are hereinafter referred to as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default"Material Agreements." (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of the Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings Agreements identified in First Franklin Disclosure Schedules EQUINOX FINANCIAL DISCLOSURE SCHEDULE 3.08(a) and 3.08(b) have been made available to Cheviot Financial Northwest Bancorp on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), and are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings Equinox Financial or Equinox has not (nor, to the Knowledge of First Franklin), Equinox Financial or Equinox has any other party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understandingAgreement) has materially breached any provision of, or nor is in default in any material respect under any term of, any such Material ContractAgreement except for such breaches or defaults as would not have a Material Adverse Effect on Equinox Financial and the Equinox Financial Subsidiaries, agreement, instrument, contract, arrangement, commitment, lease or understandingconsidered as one enterprise. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no No party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Agreement will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Agreement as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no No such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Agreement to which First Franklin Equinox Financial or Franklin Savings Equinox is a party or under which First Franklin Equinox Financial or Franklin Savings Equinox may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and after such termination without cause to continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Xxxxxxxx Federal Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, Xxxxxxxx Federal is not a party to, bound by to or subject to to: (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin or Franklin Savings; (iii) any agreement which by its terms limits the payment of dividends by First Franklin or Franklin SavingsXxxxxxxx Federal; (ivii) 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 First Franklin or Franklin Savings Xxxxxxxx Federal is an obligor to any Personperson, which instrument evidences or relates to such indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” 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 Merger Effective Closing Date to Cheviot Financial or any Cheviot Financial Subsidiarythe Oconee Parties; (viii) any contract other agreement, written or oral, that obligates Xxxxxxxx Federal 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 this Agreement) limiting the abilityagreements for commercially available “off-the- shelf” software), in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement 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 First Franklin or Franklin Savings Xxxxxxxx Federal (it being understood that any Regulatory Agreement or 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). (b) No real estate lease to which Xxxxxxxx Federal is a party requires the consent of the lessor or its agent resulting from the Second Merger by virtue of the terms of any such lease. Except Subject to any consents that may be required as set forth in First Franklin Disclosure Schedule 3.08(b)a result of the transactions contemplated by this Agreement, neither First Franklin nor Franklin Savings Xxxxxxxx Federal is not in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings identified arrangements and instruments referred to in First Franklin Disclosure Schedules Section 3.08(a) and 3.08(b) (“Material Contracts”) have been made available to Cheviot Financial OFED on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), and are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings (Xxxxxxxx Federal nor, to the Knowledge of First Franklin)Xxxxxxxx Federal, any other party to any such Material Contractcontract, agreement, arrangement or instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any material respect under any term of, any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding. Except as set forth in First Franklin listed on Xxxxxxxx Federal Disclosure Schedule 3.08(c), no party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Contract will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement. (d) Since September 30, 2013, through and including the date of this Agreement, Xxxxxxxx Federal has not (i) made any material change in the credit policies or procedures of Xxxxxxxx Federal, the effect of which was or is to make any such policy or procedure less restrictive in any material respect, (ii) made any material acquisition or disposition of any assets or properties, or require entered into any contract for any such acquisition or disposition, other than the payment origination of an early termination fee loans and loan commitments in the ordinary course of business consistent with past practice; (iii) entered into any lease of real or penalty. Except as set forth personal property requiring annual payments in First Franklin Disclosure Schedule 3.08(c)excess of $25,000, no such Material Contractother than in connection with foreclosed property or in the ordinary course of business consistent with past practice, agreementor (iv) changed any accounting methods, instrumentprinciples or practices of Xxxxxxxx Federal affecting its assets, contractliabilities or businesses, arrangementincluding any reserving, commitmentrenewal or residual method, lease practice or understanding to policy. (e) For the avoidance of doubt, this Section 3.08 does not address Xxxxxxxx Federal Compensation and Benefits Plans or labor matters, which First Franklin or Franklin Savings is a party or under which First Franklin or Franklin Savings may be liable contains provisions which permit an independent contractor to terminate it without cause are addressed solely by Section 3.12 and after such termination without cause continue to accrue future benefits thereunderSection 3.22, respectively.

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules those agreements and regulations of the OTS and the Departmentother documents filed as exhibits to Innes Street's Securities Documents, neither First Franklin nor Franklin Savings, nor any Subsidiary, Innes Street no r Citizens Bank is a party to, bound by or subject to (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin Innes Street or Franklin SavingsCitizens Bank; (iii) any agreement which by its terms limits the payment of dividends by First Franklin Innes Street or Franklin SavingsCitizens Bank; (iv) 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 First Franklin Innes Street or Franklin Savings Citizens Bank is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati Atlanta advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial Xxxxxx Bancorp or any Cheviot Financial Xxxxxx Bancorp Subsidiary; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin Innes Street or Franklin Savings Citizens Bank to engage in any type of banking or bank-related business which First Franklin Innes Street or Franklin Savings Citizens Bank 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 First Franklin Innes Street or Franklin Savings Citizens Bank (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Company Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings identified in First Franklin Disclosure Schedules 3.08(a) and 3.08(b) have been made available to Cheviot Financial on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings (nor, to the Knowledge of First Franklin), any other party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any material respect under any term of, any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding to which First Franklin or Franklin Savings is a party or under which First Franklin or Franklin Savings may be liable contains provisions which permit an independent contractor to terminate it without cause and after such termination without cause continue to accrue future benefits thereunder.Innes Street DISCLOSURE SCHEDULE 3.08

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule APPLE VALLEY DISCLOSURE SCHEDULE 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, Apple Valley is a not party to, bound by or subject to to: (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K ("Material ContractContracts"); (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin or Franklin SavingsApple Valley; (iii) any agreement which by its terms limits the payment of dividends by First Franklin or Franklin SavingsApple Valley; (iv) 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 First Franklin or Franklin Savings Apple Valley is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial New England Bancshares or any Cheviot Financial SubsidiarySubsidiary of New England Bancshares; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin or Franklin Savings Apple Valley to engage in any type of banking or bank-related business which First Franklin or Franklin Savings Apple Valley is permitted to engage in under applicable law as of the date of this Agreement 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 First Franklin or Franklin Savings Apple Valley (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in APPLE VALLEY DISCLOSURE SCHEDULE 3.08(b) identifying the section of the lease that contains such prohibition or restriction. Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings Apple Valley is not in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of "Material Contracts, ," agreements, instruments, contracts, arrangements, commitments, leases or understandings identified in First Franklin Disclosure Schedules APPLE VALLEY DISCLOSURE SCHEDULE 3.08(a) and 3.08(b) have been made available to Cheviot Financial New England Bancshares on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), and are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings Apple Valley has not (nor, to the Knowledge of First Franklin), Apple Valley has any other party to any such "Material Contract, ," agreement, instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any material respect under any term of, any such "Material Contract, ," agreement, instrument, contract, arrangement, commitment, lease or understanding. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no No party to any such "Material Contract, ," agreement, instrument, contract, arrangement, commitment, lease or understanding will have the right to terminate any or all of the provisions of any such "Material Contract, ," agreement, instrument, contract, arrangement, commitment, lease or understanding as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no No such "Material Contract, ," agreement, instrument, contract, arrangement, commitment, lease or understanding to which First Franklin or Franklin Savings Apple Valley is a party or under which First Franklin or Franklin Savings Apple Valley may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and after such termination without cause to continue to accrue future benefits thereunder.

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules those agreements and regulations of the OTS and the Departmentother documents filed as exhibits to Innes Street's Securities Documents, neither First Franklin Innes Street nor Franklin Savings, nor any Subsidiary, Citizens Bank is a party to, bound by or subject to (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin Innes Street or Franklin SavingsCitizens Bank; (iii) any agreement which by its terms limits the payment of dividends by First Franklin Innes Street or Franklin SavingsCitizens Bank; (iv) 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 First Franklin Innes Street or Franklin Savings Citizens Bank is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati Atlanta advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business 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 Merger Effective Date to Cheviot Financial Gxxxxx Bancorp or any Cheviot Financial Gxxxxx Bancorp Subsidiary; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin Innes Street or Franklin Savings Citizens Bank to engage in any type of banking or bank-related business which First Franklin Innes Street or Franklin Savings Citizens Bank 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 First Franklin Innes Street or Franklin Savings Citizens Bank (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (b) Each real estate lease that may require the consent of the lessor or its agent resulting from the Company Merger or the Bank Merger by virtue of a prohibition or restriction relating to assignment, by operation of law or otherwise, or change in control, is listed in First Franklin Disclosure Schedule 3.08(b), and identifies the section of the lease that contains such prohibition or restriction. (c) True and correct copies of Material Contracts, agreements, instruments, contracts, arrangements, commitments, leases or understandings identified in First Franklin Disclosure Schedules 3.08(a) and 3.08(b) have been made available to Cheviot Financial on or before the date hereof, and, except as set forth in First Franklin Disclosure Schedule 3.08(c), are in full force and effect on the date hereof and neither First Franklin nor Franklin Savings (nor, to the Knowledge of First Franklin), any other party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding) has materially breached any provision of, or is in default in any material respect under any term of, any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no party to any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding will have the right to terminate any or all of the provisions of any such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding as a result of the execution of, and the transactions contemplated by, this Agreement, or require the payment of an early termination fee or penalty. Except as set forth in First Franklin Disclosure Schedule 3.08(c), no such Material Contract, agreement, instrument, contract, arrangement, commitment, lease or understanding to which First Franklin or Franklin Savings is a party or under which First Franklin or Franklin Savings may be liable contains provisions which permit an independent contractor to terminate it without cause and after such termination without cause continue to accrue future benefits thereunder.Innes Street DISCLOSURE SCHEDULE 3.08