Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (d) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business; (e) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (f) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (g) material change in the accounting methods used by Company or any Subsidiary; or (h) agreement, whether oral or written, by Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as otherwise set forth in this Agreement or on Schedule 3.154.22, since December 31, 20022012, the Company and each Acquired Subsidiary has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2012, there has not been any: (a) change in its authorized or issued equity securities; grant of any option or right to purchase shares of its equity securities; issuance of any security convertible into such equity securities or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such equity securities; or declaration or payment of any dividend or other distribution or payment in respect of its equity securities, except as reflected on the Company Financial Statements; (b) amendment to its Organizational Documents or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for payments or increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Employee Benefit Plan disclosed in the Schedules, or entry into any employment, severanceconsulting, noncompetition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Applicable Laws and Regulations) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryEmployee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than Fifty Thousand Dollars ($50,000); (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one year or that involves the future payment by it of more than Fifty Thousand Dollars ($50,000) in the aggregate; (h) Loan or commitment by or to Company or make any Subsidiary of at least $25,000 except Loan other than in the Ordinary Course of Business; (ei) sale Loan or commitment to make, renew, extend the term or increase the amount of any Loan to any Person if such Loan or any other Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Company, the applicable Acquired Subsidiary or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by it of any obligation or Liability (fixed or contingent) other than sales of inventory in the Ordinary Course of Business); (k) sale, lease, lease or other disposition of any asset of its assets or property owned or used by properties other than in the Companies Ordinary Course of Business, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except: (i) for Permitted Exceptions; (ii) as otherwise incurred in the Ordinary Course of Business; (iii) the sale of stock of Visa, Inc.; or used by Company or any Subsidiary(iv) the sale of mortgage servicing rights; (fl) except in connection with collection efforts conducted in the Ordinary Course of Business, cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of Twenty-Five Thousand Dollars ($25,000); (gm) any single investment by it of a capital nature exceeding Fifty Thousand Dollars ($50,000), or aggregate investments of a capital nature exceeding One Hundred Thousand Dollars ($100,000); (n) merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of its management to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities or, in the case of accounting methods used changes, as required by reason of changes in GAAP; (q) filing of any applications for additional offices or branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, in a single transaction in excess of Twenty-Five Thousand Dollars ($25,000) in aggregate value, and also excluding, when conducted in the Ordinary Course of Business: (i) the pledging of investment securities to secure public funds; (ii) entry into any repurchase agreements; (iii) the sale of mortgage loans in the secondary market; (iv) purchases and sales of mortgage securities; (v) sales of mortgage servicing rights; and further excluding: (vi) the sale of the real estate owned by the Company or an Acquired Subsidiary and located at the corner of Xxxxxxx Boulevard and Euclid Avenue, in St. Louis, Missouri; and (vii) the sale of stock of Visa, Inc.; (t) purchase or other acquisition of any Subsidiaryinvestments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than forward sales of loans or securities into the secondary market made in the Ordinary Course of Business; (u) hiring of any employee with an annual salary in excess of One Hundred Thousand Dollars ($100,000), except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as otherwise set forth in this Agreement or on Schedule 3.155.22, since December 31, 20022012, Company each of Acquiror and each Subsidiary Acquiror Bank has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2012, there has not been any: (a) payment change in its authorized or increase by Company or any Subsidiary issued equity securities; grant of any bonuses, salaries, option or other compensation right to purchase shares of its equity securities; issuance of any director, officer, security convertible into such equity securities or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such equity securities; or declaration or payment of any dividend or other distribution or payment in respect of its equity securities, except as reflected on the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employeeAcquiror Financial Statements; (b) amendment to its Organizational Documents or adoption of, of any resolutions by its board of directors or increase in shareholders with respect to the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiarysame; (c) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than Five Hundred Thousand Dollars ($500,000); (d) entry into, termination of, incurrence by it of any obligation or receipt of notice of termination of Liability (ifixed or contingent) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or greater than One Million Dollars (ii$1,000,000) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except other than in the Ordinary Course of Business; (e) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned properties, or used by the Companies or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except: (i) for Permitted Exceptions; (ii) as otherwise incurred in the Ordinary Course of Business; or used by Company or any Subsidiary(iii) in an amount greater than One Million Dollars ($1,000,000); (f) cancellation any single investment of a capital nature, or waiver aggregate investments of any claims or rights with a value to Company or any Subsidiary in excess of capital nature, exceeding One Million Dollars ($25,0001,000,000); (g) merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (h) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (i) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of its management to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities, or, in the case of accounting changes, as required by reason of changes in GAAP; or (hj) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15Part 3.13 of the Disclosure Statement or as otherwise provided in this Agreement or required by applicable Legal Requirements or Mexican Legal Requirements, since December 31, 2002, Company and each Subsidiary has the Cinemex Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been anybeen: (a) since the date of the Balance Sheet, any change in any Cinemex Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Cinemex Company; issuance of any security convertible into such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) since the date of the Balance Sheet, any amendment to the Organizational Documents of any Cinemex Company; (c) since December 31, 2007, any payment or increase by any Cinemex Company or any Subsidiary of any bonuses, salaries, or other compensation to any stockholder, director, officerofficer or employee (except for payment at the rates in effect on the date of the Balance Sheet, or (except in the Ordinary Course of Business) employee ), or entry into any employment, severance, severance or similar Contract with any director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) since December 31, 2007, any adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryPlan; (ce) since the date of the Balance Sheet, any damage to or destruction or loss of any asset or property owned or used by Company or of any SubsidiaryCinemex Company, whether or not covered by insurance, materially and adversely affecting which would, individually or in the propertiesaggregate, assets, business, financial condition, or prospects of Company or any Subsidiaryreasonably be expected to result in a Material Adverse Change; (df) since the date of the Balance Sheet, any entry into, termination of, or receipt of written notice of termination of of, (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation credit or similar lease agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Cinemex Company or any Subsidiary of at least $25,000 except 5’000,000 pesos (excluding film Contracts, screen advertising Contracts having a duration of less than one year, internet provider Contracts and, solely in the Ordinary Course case of Businessthe entering into of Contracts, the other Contracts disclosed on Part 3.14(a) of the Disclosure Statement); (eg) since the date of the Balance Sheet, any sale (other than sales of inventory in the Ordinary Course of BusinessBusiness and sales or other dispositions of equipment deemed obsolete or no longer necessary to the business of any Cinemex Company), lease, lease or other disposition of any asset or property owned or used by the Companies having a value of more than $5’000,000 pesos of any Cinemex Company or mortgage, pledge, pledge or imposition of any Encumbrance on any material asset or property owned having a value of more than $5’000,000 pesos of any Cinemex Company, including the sale, lease or used by Company or other disposition of any Subsidiarymaterial intellectual property; (fh) since December 31, 2007, any cancellation or waiver of any claims or rights with with, to Sellers’ Knowledge, a value to any Cinemex Company or any Subsidiary in excess of $25,000;5’000,000 pesos; or (gi) material since December 31, 2007, any change in the accounting methods used by Company or any Subsidiary; or (h) agreementCinemex Company, whether oral or written, except as required by Company or a Subsidiary to do any of the foregoingMexican NIF.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.153.14 or as contemplated by this Agreement or as reflected in the [Latest Financial Statements], since December 31, 20022003, Company and each Subsidiary KP has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in KP's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of KP; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by KP of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock, other than to the Sellers in a manner consistent with past practice (which is described in Schedule 3.14) and the distribution of all inventory, accounts receivable, accounts payable and other rights and obligations in accordance with the terms of the transactions contemplated hereby; (b) amendment to the Organizational Documents of KP; (c) except in the ordinary course of business, payment or increase by Company or any Subsidiary KP of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (bd) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryKP; (ce) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiaryof KP, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects results of Company or any Subsidiaryoperations of KP; (df) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary KP of at least $25,000 except in the Ordinary Course of Business5,000; (eg) sale (other than sales of goods from inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any material asset or property owned or used by the Companies of KP or mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset or property owned of KP, including the sale, lease, or used other disposition of any of the Intellectual Property; except that in accordance with the terms of agreement with Buyer, KP shall distribute to an entity designated by Company or any Subsidiary;Sellers immediately prior to the Closing, (i) all of KP's accounts receivable, inventory and accounts payable, (ii) all obligations, commitments and liabilities of KP to purchase prepaid calling cards and other inventory, and (iii) all obligations, commitments and liabilities with respect to such accounts receivable, inventory and accounts payable, including without limitation, inter-company accounts, shareholder accounts, payroll and payroll tax liabilities and cash accounts. (fh) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary KP in excess of $25,0005,000; (gi) material change in the accounting methods used by Company or any SubsidiaryKP; or (hj) agreement, whether oral or written, by Company or a Subsidiary KP to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except (1) as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as otherwise set forth in this Agreement, (2) any actions taken to obtain the cash necessary to fulfill the Company’s obligations under Section 2.9(a) of this Agreement, (3) on Schedule 3.154.15, since December 31(4) to the extent required by any Legal Requirement or Regulatory Authority or (5) with the prior written consent of the Acquiror (which shall not be unreasonably withheld, 2002conditioned or delayed), each of the Company and each Subsidiary the Bank has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing, with respect to each, since December 31, 2016, there has not been any: (a) change in its authorized or issued capital stock, except for the issuance of any shares of common stock pursuant to the exercise of Outstanding Stock Options; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock, except for shares acquired to satisfy tax withholding obligations upon the vesting of shares of restricted stock or shares tendered to pay the exercise price of Outstanding Stock Options; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except for its regular cash dividends not to exceed $0.10 per share, each as reflected on the Financial Statements and that will be included in the Calculation; (b) amendment to its articles of incorporation, charter or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its directors, officerofficers or employees, or (except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing Employee Benefit Plan disclosed in the Schedules, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryEmployee Benefit Plan; (c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (de) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (f) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to the Company or the Bank of more than the Target Amount in the aggregate; (g) Bank Loan or commitment to make any Subsidiary of at least $25,000 except Bank Loan other than in the Ordinary Course of Business; (eh) sale Bank Loan or commitment to make, renew, extend the term or increase the amount of any Bank Loan to any Person if such Bank Loan or any other Bank Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.15 shall prohibit the Bank from honoring any contractual obligation in existence on the Agreement Date; (i) incurrence by it of any obligation or liability (fixed or contingent) other than sales of inventory in the Ordinary Course of Business; (j) sale (other than any sale in the Ordinary Course of Business, which shall include the sale, transfer or disposal of OREO), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except: (i) for Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fk) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000the Target Amount; (gl) any investment by it of a capital nature exceeding the Target Amount; (m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (o) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or the Bank to respond to then current market or economic conditions or as may be required by any SubsidiaryRegulatory Authorities or by any Legal Requirement; (p) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (q) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (r) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of the Target Amount in aggregate value, except as otherwise incurred in the Ordinary Course of Business, which shall include sales by the Bank of OREO and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (s) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (t) hiring of any employee with an annual salary in excess of the Target Amount, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hu) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth otherwise disclosed on Schedule 3.156.16 hereto and since the Interim Balance Sheet Date, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued capital stock, except for the amendment to the Articles of Incorporation effective as of December 8, 1993 and filed with the Colorado Secretary of State on October 4, 1996; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company, except for the amendment to the Articles of Incorporation effective as of December 8, 1993 and filed with the Colorado Secretary of State on October 4, 1996; (c) payment or increase by the Company or any Subsidiary of any unaccrued bonuses, salaries, or other compensation to Seller or her Related Persons or to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (bd) payment of any kind to any direct or indirect affiliates of the Company or Seller, including, without limitation, Kremxxx xx Filkxxxx (xxcept payments by Seller to Kremxxx xxx Filkxxxx xxxsuant to the Promissory Note); (e) payment of any dividends by the Company in excess of the amount Seller has the right to withdraw from the Company to pay income tax liability Seller may incur as a result of being a shareholder of the Company, which is an S corporation; (f) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiarythe Company; (cg) damage to or destruction or loss of any asset or property owned or used by of the Company or any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiarythe Company; (d) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business; (e) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (f) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (g) material change in the accounting methods used by Company or any Subsidiary; or (h) agreement, whether oral or written, by Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.17, since December 31, 20022003, Company ICB and each ICB Subsidiary has have conducted its business their respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2003, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles or certificate of incorporation, charter or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing ICB Employee Benefit Plan disclosed in the ICB Schedules, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryICB Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $10,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company ICB or any ICB Subsidiary of at least more than $25,000 except 10,000 in the aggregate; (h) ICB Loan or commitment to make any ICB Loan other than in the Ordinary Course of Business; (ei) ICB Loan or commitment to make, renew, extend the term or increase the amount of any ICB Loan to any Person if such ICB Loan or any other ICB Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of ICB or any ICB Subsidiary, or has been classified by ICB or any ICB Subsidiary or Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.17(i) shall prohibit ICB or any ICB Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; (j) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due, and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company any ICB Subsidiary of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by it of any claims or rights with a value to Company in excess of $10,000; (m) any investment by it of a capital nature exceeding $5,000 or aggregate investments of a capital nature exceeding $10,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any Subsidiary increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of the management of ICB to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $10,000 in aggregate value, except for sales of ICB “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $25,000; (g) material change in the accounting methods used by Company , except for employees at will who are hired to replace employees who have resigned or any Subsidiarywhose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.152.18, since December 31, 20022004, the Company and each Subsidiary has conducted its business Business only in the Ordinary Course of Business and there has not been any: (a) 2.18.1 Change in the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; or declaration or payment of any dividend or increase by Company other distribution or payment in respect of shares of capital stock; 2.18.2 Amendment to the Organizational Documents of the Company; 2.18.3 Payment of any bonuses to or any Subsidiary of increase in any bonuses, salaries, wages, benefits or other compensation to of any stockholder, director, officer, employee, agent or (Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person except for increases or payments in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (b) adoption 2.18.4 Payment or accrual of any bonuses, commissions or other distributions to any Sellers or any relative of any Sellers; 2.18.5 Adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryEmployee Benefit Plan; (c) damage 2.18.6 Damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiaryof the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects in excess of Company or any Subsidiary$10,000; (d) entry 2.18.7 Entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business10,000, other than such actions that would not reasonably be considered to have a Material Adverse Effect; (e) sale (other than sales of inventory in the Ordinary Course of Business)2.18.8 Sale, license, lease, or other disposition of any asset or property owned or used by of the Companies or mortgage, pledge, Company in excess of $10,000 or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiaryof the Company, except in the Ordinary Course of Business; (f) cancellation 2.18.9 Cancellation, settlement, or waiver of any claims or rights with a value to of or against the Company or any Subsidiary in excess of $25,00010,000; (g) material change 2.18.10 Change in any of the accounting methods or principles used by the Company except for any changes necessitated by changes to GAAP or any Subsidiaryas required pursuant to this Agreement; or (h) agreement, whether oral or written, 2.18.11 The entry into any Contract by the Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 20022014, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, Baylake and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2014, there has not been any: (a) change in their authorized or issued capital stock (except in connection with the exercise of Baylake Equity Awards and as otherwise disclosed in Section 3.15(a) of the Baylake Disclosures); grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected in the Baylake Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal payments or increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Baylake Benefit Plan, or entry into or amendment of any employment, severanceconsulting, non-competition, change in control, severance or similar Contract Contract, except as otherwise disclosed in Section 3.15(c) of the Baylake Disclosure Schedules, with any stockholder, director, officerofficer or employee, except for (i) the Contemplated Transactions, (ii) any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (30) days’ notice or less, without penalty or premium and (iii) except in the Ordinary Course of Business) employeeas contemplated by Sections 5.7(c), 7.11 and 9.15; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase (except for increases effected pursuant to the existing terms of any Baylake Benefit Plan) in the payments to or benefits under, any profit sharingBaylake Benefit Plan, bonusexcept as otherwise contemplated by subsections (a), deferred compensation(c) or (d) of Section 5.7, savings, insurance, pension, retirement, Section 7.11 or other employee benefit plan for or with any employees of Company or any SubsidiarySection 9.15; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $250,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one year or that involves the payment by Baylake Bank of more than $250,000 in the aggregate; (h) Baylake Loan or commitment by or to Company or make any Subsidiary of at least $25,000 except Baylake Loan other than in the Ordinary Course of Business; (ei) sale (Baylake Loan or commitment to make, renew, extend the term or increase the amount of any Baylake Loan to any Person if such Baylake Loan or any other Baylake Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Baylake Bank, or has been classified by Baylake Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” other than sales of inventory in the Ordinary Course of Business); (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business, leaseexcept as otherwise disclosed in Section 3.15(j) of the Baylake Disclosures; (k) sale, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Baylake Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business, including the sale of OREO; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000250,000; (gm) except as set forth in Section 3.15(m) of the Baylake Disclosure Schedules, any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by Baylake or any of its Subsidiaries) individually or in the aggregate exceeding $250,000; (n) except for the Contemplated Transactions and as set forth in Section 3.15(n) of the Baylake Disclosure Schedules, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiary; orother material aspect of their business or operations, except for such changes as may be required in the opinion of the management of Baylake or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities or Legal Requirements; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) except as set forth in Section 3.15(s) of the Baylake Disclosure Schedules, entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $250,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than in the Ordinary Course of Business; (u) hiring of any employee with an annual salary in excess of $150,000; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Baylake.

Absence of Certain Changes and Events. Since Except as set forth on Schedule 4.17, since December 31, 20022006, MidWestOne and each MidWestOne Subsidiary have conducted their respective businesses only in the ordinary course of business consistent with past practice. Without limiting the foregoing, with respect to each, since December 31, 2006, except as set forth on Schedule 3.154.17, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or employees, except, with respect to employees, for normal salary and bonus increases made in the ordinary course of business consistent with past practice or made in accordance with any then existing MidWestOne Benefit Plan, or (except in the Ordinary Course of Business) employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryMidWestOne Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate was greater than $100,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) of, any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Businesssimilar transaction; (eg) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a term of more than one year or that involves the payment by MidWestOne or any MidWestOne Subsidiary of more than $100,000 in the aggregate; (h) MidWestOne Loan, or commitment to make, renew, extend the term or increase the amount of any Loan, to any Person if such MidWestOne Loan or any other MidWestOne Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of MidWestOne or any MidWestOne Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.17(h) shall prohibit MidWestOne or any MidWestOne Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; provided, further, that nothing in this Section 4.17(h) shall prohibit MidWestOne Bank from conducting its loan pool participation business in the ordinary course of business consistent with past practice; (i) sale (other than sales of inventory any sale in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company MidWestOne Bank of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of business consistent with past practice; (fj) incurrence by it of any obligation or liability (fixed or contingent) other than in the ordinary course of business consistent with past practice; (k) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (gl) any investment by it of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of MidWestOne to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (o) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (p) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the ordinary course of business consistent with past practice; (q) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of MidWestOne “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (r) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (s) hiring of any employee with an annual salary in excess of $125,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (ht) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 4.17.

Absence of Certain Changes and Events. Since December 31, 20022014, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, Nicolet and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2014, there has not been any: (a) change in their authorized or issued capital stock (except in connection with the exercise of Nicolet Equity Awards); grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected in the Nicolet Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal payments or increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Nicolet Benefit Plan, or entry into or amendment of any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for (i) the Contemplated Transactions and (ii) any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase (except for increases effected pursuant to the existing terms of any Nicolet Benefit Plan) in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryNicolet Benefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $250,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one year or that involves the payment by Nicolet Bank of more than $250,000 in the aggregate; (h) Nicolet Loan or commitment by or to Company or make any Subsidiary of at least $25,000 except Nicolet Loan other than in the Ordinary Course of Business; (ei) sale (Nicolet Loan or commitment to make, renew, extend the term or increase the amount of any Nicolet Loan to any Person if such Nicolet Loan or any other Nicolet Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Nicolet Bank, or has been classified by Nicolet Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” other than sales of inventory in the Ordinary Course of Business); (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) except as set forth in Section 4.15(k) of the Nicolet Disclosure Schedules, leasesale, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Nicolet Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business, including the sale of OREO; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000250,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by Nicolet or any of its Subsidiaries) individually or in the aggregate exceeding $250,000; (n) except as set forth in Section 4.15(n) of the Nicolet Disclosure Schedules, except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiary; orother material aspect of their business or operations, except for such changes as may be required in the opinion of the management of Nicolet or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities or Legal Requirements; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $250,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than in the Ordinary Course of Business; (u) except as set forth in Section 4.15(u) of the Nicolet Disclosure Schedules, hiring of any employee with an annual salary in excess of $150,000; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Nicolet.

Absence of Certain Changes and Events. Since Except as set forth on Schedule 4.18, since December 31, 20022006, HeritageBanc and each HeritageBanc Subsidiary have conducted their respective businesses only in the Ordinary Course of Business. Without limiting the foregoing, with respect to each such entity, since December 31, 2006, except as set forth on Schedule 3.154.18, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles of incorporation or charter (or similar organizational documents) or by-laws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (except employees, except, with respect to employees, for normal salary and bonus increases made in the Ordinary Course of Business) employee Business or made in accordance with any then existing HeritageBanc Benefit Plan, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryHeritageBanc Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate was greater than $100,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) of, any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company HeritageBanc or any HeritageBanc Subsidiary of at least more than $25,000 except 100,000 in the aggregate; (h) HeritageBanc Loan or commitment to make any HeritageBanc Loan other than in the Ordinary Course of Business; (ei) HeritageBanc Loan, or commitment to make, renew, extend the term or increase the amount of any HeritageBanc Loan, to any Person if such HeritageBanc Loan or any other HeritageBanc Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of HeritageBanc or any HeritageBanc Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.18(i) shall prohibit HeritageBanc or any HeritageBanc Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; provided, further, that nothing in this Section 4.18(i) shall prohibit Heritage Bank from conducting its loan pool participation business in the Ordinary Course of Business; (j) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company Heritage Bank of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fk) incurrence by it of any obligation or liability (fixed or contingent) other than advances from the Federal Home Loan Bank of Chicago or in the Ordinary Course of Business; (l) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (gm) any investment by it of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (n) except for the Contemplated Transactions, any (i) merger or consolidation with or into any other Person, or (ii) acquisition of any stock, equity interest or business of any other Person except (1) in connection with foreclosures or the exercise of security interests in the Ordinary Course of Business or (2) in a fiduciary capacity for third parties not in an individual amount in excess of $10,000 or an aggregate amount of $500,000; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of HeritageBanc to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of HeritageBanc “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $125,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 4.18.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15SCHEDULE 4.17, since December 31, 20022003, Company Citizens and each Citizens Subsidiary has conducted its business respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2003, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except as reflected on the Citizens Financial Statements or in the Citizens SEC Documents; (b) amendment of its certificate of incorporation, charter or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing Citizens Employee Benefit Plans (as defined below), or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays' notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryCitizens Employee Benefit Plan; (ce) material damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company Citizens or any Citizens Subsidiary of at least more than $25,000 except annually with respect to any such lease, Contract or license or more than $100,000 in the aggregate with respect to all such leases, Contracts or licenses; (h) Citizens Loan or commitment to make any Citizens Loan other than in the Ordinary Course of Business; (ei) sale Citizens Loan or commitment to make, renew, extend the term or increase the amount of any Citizens Loan to any Person if such Citizens Loan or any other Citizens Loans to such Person or an Affiliate of such Person is on the "watch list" or similar internal report of Citizens or any Citizens Subsidiary, or was classified as "substandard," "doubtful," "loss," or "other loans specially mentioned" or listed as a "potential problem loan" prior to the commitment, renewal, extension or increase; provided, however, that nothing in this Agreement shall prohibit Citizens or any Citizens Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) sale, lease or other disposition of any of its assets or properties or mortgage, pledge or imposition of any lien or other encumbrance upon any of its material assets or properties except for Permitted Exceptions; (k) incurrence by it of any obligation or liability (fixed or contingent) other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (fl) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary other than in excess the Ordinary Course of $25,000Business; (gm) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Citizens to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction, except in the Ordinary Course of Business and except for sales by Citizens of "other real estate owned" and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; or (hu) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.15, since December 31, 20022004, Company and each Subsidiary the Bank has conducted its business only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2004, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles of incorporation or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing Bank Employee Benefit Plan disclosed in the Schedules, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBank Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $10,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one year or that involves the payment the Bank of more than $10,000 in the aggregate; (h) Bank Loan or commitment by or to Company or make any Subsidiary of at least $25,000 except Bank Loan other than in the Ordinary Course of Business; (ei) Bank Loan or commitment to make, renew, extend the term or increase the amount of any Bank Loan to any Person if such Bank Loan or any other Bank Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section shall prohibit the Bank from honoring any contractual obligation in existence on the date of this Agreement; (j) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due, and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company the Bank of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by it of any claims or rights with a value to Company in excess of $5,000; (m) any investment by it of a capital nature exceeding $10,000 or aggregate investments of a capital nature exceeding $50,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any Subsidiary increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of the management of the Bank to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $10,000 in aggregate value, except for sales by the Bank of “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $25,000; (g) material change in the accounting methods used by Company , except for employees at will who are hired to replace employees who have resigned or any Subsidiarywhose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.17, since December 31, 20022003, Company Citizens and each Citizens Subsidiary has conducted its business respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2003, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except as reflected on the Citizens Financial Statements or in the Citizens SEC Documents; (b) amendment of its certificate of incorporation, charter or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing Citizens Employee Benefit Plans (as defined below), or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryCitizens Employee Benefit Plan; (ce) material damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company Citizens or any Citizens Subsidiary of at least more than $25,000 except annually with respect to any such lease, Contract or license or more than $100,000 in the aggregate with respect to all such leases, Contracts or licenses; (h) Citizens Loan or commitment to make any Citizens Loan other than in the Ordinary Course of Business; (ei) sale Citizens Loan or commitment to make, renew, extend the term or increase the amount of any Citizens Loan to any Person if such Citizens Loan or any other Citizens Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Citizens or any Citizens Subsidiary, or was classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” prior to the commitment, renewal, extension or increase; provided, however, that nothing in this Agreement shall prohibit Citizens or any Citizens Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) sale, lease or other disposition of any of its assets or properties or mortgage, pledge or imposition of any lien or other encumbrance upon any of its material assets or properties except for Permitted Exceptions; (k) incurrence by it of any obligation or liability (fixed or contingent) other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (fl) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary other than in excess the Ordinary Course of $25,000Business; (gm) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Citizens to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction, except in the Ordinary Course of Business and except for sales by Citizens of “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; or (hu) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth listed in Schedule 3.15Section 3.15 of the Company Disclosure Schedules, since December 31, 20022016, the Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2016, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company or any Subsidiary the Bank of at least more than $25,000 except in the aggregate; (h) Company Loan or commitment to make any Company Loan other than in the Ordinary Course of Business; (ei) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Company Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually exceeding $50,000 or in the aggregate exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $25,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $50,000; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since Except as set forth in SCHEDULE 4.17, since December 31, 20022003, SBI and each SBI Subsidiary have conducted their respective businesses only in the Ordinary Course of Business. Without limiting the foregoing, except as set forth on Schedule 3.15in SCHEDULE 4.17, with respect to each, since December 31, 2003, there has not been any material adverse and, except as permitted by Section 6.3 hereof, prior to the Effective Time there will not be any: (i) change in its authorized or issued capital stock; (ii) grant of any stock option or right to purchase shares of its capital stock; (iii) issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); (iv) grant of any registration rights; (v) purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or (vi) declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its certificate or articles of incorporation, charter or bylaws or adoption of any resolutions by its board of directors or stockholders with respect to the businesssame; (c) payment or increase of any bonus, operations, properties, prospects, assets, salary or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant other compensation to any bankruptcy law nor does Company of its stockholders, directors, officers or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15employees, since December 31, 2002, Company and each Subsidiary has conducted its business only except for normal increases in the Ordinary Course of Business and there has not been any: (a) payment or increase by Company or in accordance with any Subsidiary of any bonuses, salariesthen existing SBI Employee Benefit Plan disclosed in the SBI Schedules, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiarySBI Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company SBI or any SBI Subsidiary of at least more than $25,000 except annually or $100,000 in the aggregate; (h) SBI Loan or commitment to make any SBI Loan other than in the Ordinary Course of Business; (ei) SBI Loan or commitment to make, renew, extend the term or increase the amount of any SBI Loan to any Person if such SBI Loan or any other SBI Loans to such Person or an Affiliate of such Person is on the "watch list" or similar internal report of SBI or any SBI Subsidiary, or has been classified by SBI or any SBI Subsidiary or Regulatory Authority as "substandard," "doubtful," "loss," or "other loans specially mentioned" or listed as a "potential problem loan"; provided, however, that nothing in this Agreement shall prohibit SBI or any SBI Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due, and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company any SBI Subsidiary of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by it of any claims or rights with a value to Company in excess of $25,000 or, if made in the Ordinary Course of Business, in excess of $100,000; (m) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $50,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any Subsidiary increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of the management of SBI to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $25,000 in aggregate value or, if made in the Ordinary Course of Business, in excess of $100,000 in aggregate value, except for sales of SBI "other real estate owned" and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $25,000; (g) material change in the accounting methods used by Company , except for employees at will who are hired to replace employees who have resigned or any Subsidiarywhose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 20022020, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2020, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their certificate of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $250,000; (df) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the payment by the Bank of more than $250,000 in the aggregate; (h) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (i) sale (other than any licensesale in the Ordinary Course of Business), distributorshiplease or other disposition of any of their assets or properties, dealeror mortgage, sales representativepledge or imposition of any lien or other encumbrance upon any of their material assets or properties, joint venture, credit, affiliation or similar agreement, except: (i) for Company Permitted Exceptions; or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except as otherwise incurred in the Ordinary Course of Business; (ej) sale (other than sales of inventory in to the Ordinary Course of Business)Company’s Knowledge, lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (f) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000250,000; (gk) material change in any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the accounting methods used by Company or any Subsidiary; orof its Subsidiaries) individually or in the aggregate exceeding $250,000; (hl) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (m) transaction for the borrowing of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (n) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (o) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (p) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $250,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (q) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (r) hiring of any employee with an annual salary in excess of $50,000; (s) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (t) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as otherwise set forth in Schedule 3.15this Agreement or on Section 4.17 of the Schedules, since December 31, 20022011, each of the Company and each Subsidiary the Bank has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing, with respect to each, since December 31, 2011, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except as reflected on the Company Financial Statements; (b) amendment to its certificate of incorporation, charter or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its Stockholders, officerdirectors, officers or (employees, except for regular director fees and normal increases in the Ordinary Course of BusinessBusiness or in accordance with any then-existing Company Employee Benefit Plan (as defined in Section 4.18(m)) employee disclosed in the Schedules, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any Stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryEmployee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to the Company or the Bank of more than $10,000 in the aggregate; (h) Bank Loan or commitment to make any Subsidiary of at least $25,000 except Bank Loan other than in the Ordinary Course of Business; (ei) Bank Loan or commitment to make, renew, extend the term or increase the amount of any Bank Loan to any Person if such Bank Loan or any other Bank Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by it of any obligation or liability (fixed or contingent) other than advances from the Federal Home Loan Bank of Chicago or in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except: (i) for Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $10,000 in the aggregate; (m) any investment by it of a capital nature exceeding $10,000 or aggregate investments of a capital nature exceeding $25,000; (gn) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or the Bank to respond to then current market or economic conditions or as may be required by any SubsidiaryRegulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities in a single transaction in excess of $10,000 in aggregate value, except for the pledging of collateral to secure public funds (including Federal Home Loan Bank advances) or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $40,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since Except as set forth on Schedule 5.17, since December 31, 20022006, ISBF and each ISBF Subsidiary have conducted their respective businesses only in the ordinary course of business consistent with past practice. Without limiting the foregoing, with respect to each, since December 31, 2006, except as set forth on Schedule 3.155.17, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or employees, except, with respect to employees, for normal salary and bonus increases made in the ordinary course of business consistent with past practice or made in accordance with any then existing ISBF Benefit Plan, or (except in the Ordinary Course of Business) employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryISBF Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate was greater than $100,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) of, any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Businesssimilar transaction; (eg) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a term of more than one year or that involves the payment by ISBF or any ISBF Subsidiary of more than $100,000 in the aggregate; (h) ISBF Loan, or commitment to make, renew, extend the term or increase the amount of any Loan, to any Person if such ISBF Loan or any other ISBF Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of ISBF or any ISBF Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 5.17(h) shall prohibit ISBF or any ISBF Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; (i) sale (other than sales of inventory any sale in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company the ISBF Subsidiary Banks of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of business consistent with past practice; (fj) incurrence by it of any obligation or liability (fixed or contingent) other than in the ordinary course of business consistent with past practice; (k) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (gl) any investment by it of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person (other than stock of entities primarily engaged in the business of banking acquired in the ordinary course of business consistent with past practice); (n) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of ISBF to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (o) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (p) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the ordinary course of business consistent with past practice; (q) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of ISBF “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (r) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (s) hiring of any employee with an annual salary in excess of $125,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (ht) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 5.17.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.18, since December 31, 20022004, Company First Manhattan and each First Manhattan Subsidiary has conducted its business respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2004, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except as reflected on the First Manhattan Financial Statements; (b) amendment of its certificate of incorporation, charter or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing First Manhattan Employee Benefit Plans (as defined below), or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryFirst Manhattan Employee Benefit Plan; (ce) material damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company First Manhattan or any First Manhattan Subsidiary of at least more than $25,000 except annually with respect to any such lease, Contract or license or more than $100,000 annually in the aggregate with respect to all such leases, Contracts or licenses; (h) First Manhattan Loan or commitment to make any First Manhattan Loan other than in the Ordinary Course of Business; (ei) First Manhattan Loan or commitment to make, renew, extend the term or increase the amount of any First Manhattan Loan to any Person if such First Manhattan Loan or any other First Manhattan Loan to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of First Manhattan or any First Manhattan Subsidiary, or was classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” prior to the commitment, renewal, extension or increase; provided, however, that nothing in this Agreement shall prohibit First Manhattan or any First Manhattan Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) sale, lease or other disposition of any of its assets or properties (except for a sale (x) made in the Ordinary Course of Business by First Manhattan or the Bank of “other real estate owned” or other repossessed properties with a value of less than $25,000 (or the acceptance of a deed in lieu of foreclosure) or (y) in an aggregate amount not exceeding $25,000) or mortgage, pledge or imposition of any lien or other encumbrance upon any of its material assets or properties except for Permitted Exceptions; (k) incurrence by it of any obligation or liability (fixed or contingent) other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (fl) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary other than in excess the Ordinary Course of $25,000Business; (gm) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person, except for foreclosures upon equity based collateral arrangements entered into with borrowers or other obligees in the Ordinary Course of Business; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of First Manhattan to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction, except in the Ordinary Course of Business and except for sales by First Manhattan of “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; or (hu) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15Section 3.13 of the Disclosure Letter, since December 31the date of the Interim Balance Sheet, 2002, the Company and each Subsidiary has conducted its business businesses only in the Ordinary Course of Business and there has not been any Material Adverse Effect or any: (a) change in the Company's authorized or issued Interests; grant of any option or right to purchase Interests of the Company; issuance of any security convertible into Interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any Interests; or declaration or payment of any dividend or other distribution or payment in respect of Interests; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company or any Subsidiary of any bonuses, salaries, or other compensation to any director, officerAffiliate, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officerAffiliate, or (except in the Ordinary Course of Business) employee; (bd) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiarythe Company; (ce) damage to or destruction or loss of any material asset or property owned or used by of the Company or any Subsidiary, whether or that is not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (df) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company that could exceed $100,000 or any Subsidiary material breach or material default (or event that with notice or lapse of at least $25,000 except in the Ordinary Course of Businesstime would constitute a material breach or material default) under any such Contract; (eg) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned of the Company or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiaryof the Company; (fh) cancellation or waiver any incurrence of any claims or rights with a value to Company indebtedness for borrowed money or any Subsidiary other change in excess the Outstanding Amount of Long Term Indebtedness, except for (i) decreases resulting from scheduled principal payments on the term loan portion of the Indebtedness Owed to Harrxx Xxxst, (ii) increases or decreases resulting from borrowings and repayments made in the Ordinary Course of Business pursuant (A) to the Subordinated Working Capital Line of Credit in the amount of $25,0005,000,000 owed to Mid-Am Capital, L.L.C. and (B) to the revolving credit portion of the Indebtedness Owed to Harrxx Xxxst; (iii) increases or decreases resulting from borrowings and repayments made pursuant to the revolving credit portion of the Indebtedness Owed to Harrxx Xxxst to make Tax Distributions permitted under Section 5.5, and (iv) increases resulting from the accrual of interest on the Indebtedness Owed to Harrxx Xxxst and the Indebtedness Owed to Mid-Am Capital in accordance with the terms thereof; (gi) material change in the accounting methods used by Company or any Subsidiarythe Company; or (hj) agreementContract, whether oral or written, by the Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 20022011, Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2012, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryEmployee Benefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company or any Subsidiary Bank of at least more than $25,000 except in the aggregate; (h) Company Loan or commitment to make any Company Loan other than in the Ordinary Course of Business; (ei) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Company Bank, or has been classified by Company Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by Company or any of its Subsidiaries) exceeding $50,000 or aggregate investments of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, in a single transaction in excess of $25,000 in aggregate value, except for the pledging of collateral to secure public funds (including FHLB advances) or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $40,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) to the Knowledge of Company, event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Acquiror.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.20, since December 31June 30, 20022007, (i) the Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and ordinary course consistent with past practices, and, (ii) there has not been anybeen: (a) payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employeeMaterial Adverse Effect; (b) adoption ofany issuance or grant of any equity securities or any subscriptions, warrants, options or other agreements or rights of any kind whatsoever to purchase or otherwise receive or be issued any equity securities or any securities or obligations of any kind convertible into, or increase in the payments to exercisable or benefits underexchangeable for, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees equity securities of the Company or any Subsidiaryoutside of the ordinary course of business; (c) damage to any recapitalization, reclassification, split or destruction or loss like change in the capitalization of any asset or property owned or used by Company or any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any SubsidiaryCompany; (d) entry intoany amendment of the organizational documents of the Company, termination of, or receipt of notice of termination of including the Operating Agreement; (e) (i) any licensean increase in the compensation of officers and directors of the Company, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreementexcept in the ordinary course of business, or (ii) any Contract grant of any extraordinary bonus to any employee, director or transaction involving a total remaining commitment by or to Company or any Subsidiary consultant of at least $25,000 except in the Ordinary Course of BusinessCompany; (ef) sale (the creation of any Lien other than sales of inventory in Permitted Liens; (g) the Ordinary Course of Business)sale, leaseassignment, transfer, conveyance, lease or other disposition of any asset of the properties or property owned or used by assets of the Companies or mortgage, pledge, or imposition Company except in the ordinary course of any Encumbrance on any material asset or property owned or used by Company or any Subsidiarybusiness; (fh) cancellation or waiver the acquisition of any claims properties or rights with a value to assets or the entering into commitments for capital expenditures of the Company except those that do not exceed $20,000 for any individual acquisition or any Subsidiary commitment and $20,000 for all acquisitions and commitments in excess of $25,000the aggregate; (gi) material change except for transfers of cash pursuant to normal cash management practices in the accounting methods used by Company ordinary course of business, any investments in or loans to, or payment of any fees or expenses to, or the entering into or modification of any contract with, the Members or any Subsidiaryof their respective Affiliates; (j) the commencement of any contract which materially restricts the ability of the Company to compete with, or conduct, any business or line of business in any geographic area; (k) any making, revoking or changing of any material Tax election, amending of any material Tax Return or settling or compromise of any material Tax Liability; (l) any making of any payments outside the ordinary course of business for purposes of settling any dispute; (m) any entering into of any transaction with any Member, manager, officer, director, employee or any Affiliate or family member of such Person; (n) the creation of any Indebtedness; (o) any termination of any Material Contract or waive release or assignment of any rights or claims under any Material Contract; (p) failure to file any Tax Return when due or failure to cause each such Tax Return when filed to be true, complete and correct or fail to pay any Taxes when due; (q) the hiring of any new employee; (r) any change to its accounting methods, principles, policies, procedures or practices, except as may be required by GAAP; or (hs) any agreement, understanding or commitment (whether oral written or written, by Company or a Subsidiary otherwise) to do any of the foregoing.

Absence of Certain Changes and Events. Since Except as disclosed in Old Second SEC Reports filed prior to the date of this Agreement or as set forth on Schedule 5.10, since December 31, 20020000, Xxx Xxxxxx and each Old Second Subsidiary have conducted their respective businesses only in the Ordinary Course of Business. Without limiting the foregoing, with respect to each such entity as of the date of this Agreement, since December 31, 2006, except as set forth on Schedule 3.15, there has not been any material adverse change 5.10 or in the businessOld Second SEC Reports, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) payment change in its authorized or increase by Company or any Subsidiary issued capital stock; grant of any bonuses, salaries, stock option or other compensation right to purchase shares of its capital stock; issuance of any director, officer, security convertible into such capital stock or evidences of indebtedness (except in the Ordinary Course connection with customer deposits); grant of Business) employee any registration rights; purchase, redemption, retirement or entry into other acquisition by it of any employment, severance, shares of any such capital stock; or similar Contract with declaration or payment of any director, officer, dividend or (except other distribution or payment in the Ordinary Course respect of Business) employeeshares of its capital stock; (b) amendment to its certificate of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any SubsidiaryOld Second Benefit Plan; (d) entry intoexcept for the Contemplated Transactions, termination ofmerger or consolidation with or into any other Person, or receipt acquisition of notice any stock, equity interest or business of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business; (e) sale other Person (other than sales of inventory securities acquired in the Ordinary Course of Business); (e) material change in any policies and practices with respect to liquidity management and cash flow planning, leasemarketing, or other disposition of any asset or property owned or used by the Companies or mortgagedeposit origination, pledgelending, or imposition of any Encumbrance on any material asset or property owned or used by Company budgeting, profit and Tax planning, accounting or any Subsidiary;other material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Old Second to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; or (f) cancellation or waiver filing of any claims applications for additional branches, opening of any new office or rights with a value to Company branch, closing of any current office or any Subsidiary in excess branch or relocation of $25,000operations from existing locations; (g) material change in Old Second Loan, or commitment to make, renew, extend the accounting methods used by Company term or increase the amount of any Old Second Loan, to any Person if such Old Second Loan or any other Old Second Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Old Second or any Old Second Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 5.10 shall prohibit Old Second or any Old Second Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; or (h) agreement, whether oral or written, written agreement by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 5.10.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as otherwise set forth in Schedule 3.15this Agreement or on Section 5.17 of the Schedules, since December 31, 20022011, Company each of Acquiror and each Subsidiary Acquiror Bank has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing, with respect to each, since December 31, 2011, there has not been any: (a) payment change in its authorized or increase by Company or any Subsidiary issued capital stock; grant of any bonuses, salaries, stock option or other compensation right to purchase shares of its capital stock; issuance of any director, officer, security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except as reflected on the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employeeAcquiror Financial Statements; (b) amendment to its articles of incorporation, charter or bylaws or adoption of, of any resolutions by its board of directors or increase in shareholders with respect to the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiarysame; (c) damage except for the Contemplated Transactions or as may be disclosed in writing to Company prior to Closing by Acquiror, merger or destruction consolidation with or loss into any other Person, or acquisition of any asset stock, equity interest or property owned or used by Company or business of any Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiaryother Person; (d) entry intoexcept as may be disclosed in writing to Company prior to Closing by Acquiror, termination oftransaction for the borrowing or loaning of monies, or receipt of notice of termination of (i) any licenseincrease in any outstanding indebtedness, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except other than in the Ordinary Course of Business; (e) sale (material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other than sales material aspect of inventory its business or operations, except for such changes as may be required in the Ordinary Course opinion of Business), lease, the management of Acquiror or other disposition of Acquiror Bank to respond to then current market or economic conditions or as may be required by any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary;Regulatory Authorities; or (f) cancellation or waiver of any claims or rights with a value except as may be disclosed in writing to Company or any Subsidiary in excess of $25,000; (g) material change in the accounting methods used prior to Closing by Company or any Subsidiary; or (h) Acquiror, agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 20022023, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary of its Subsidiaries has conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2023, there has not been any: (a) Change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) Amendment to their certificate of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) Payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption Adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage Adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Company Stock Plan; (f) Damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $500,000; (dg) entry Entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or any similar transaction; (h) Except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the payment by the Bank of more than $500,000 in the aggregate; (i) Company Loan or commitment to make, renew, extend the term or increase the amount of any license, distributorship, dealer, sales representative, joint venture, credit, affiliation Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar agreementinternal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” “other loans specially mentioned” or listed as a “potential problem loan;” (j) Sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any of their assets or properties, or mortgage, pledge or imposition of any lien or other encumbrance upon any of their material assets or properties, except: (i) Company Permitted Exceptions or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except as otherwise incurred in the Ordinary Course of Business; (ek) sale (other than sales To the Knowledge of inventory in the Ordinary Course of Business)Company, lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (f) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000500,000; (gl) material change in Any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the accounting methods used by Company or any Subsidiary; orof its Subsidiaries) individually or in the aggregate exceeding $500,000; (hm) agreementExcept for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) Transaction for the borrowing of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (o) Except as otherwise set forth on Section 3.15(o) of the Company Disclosure Schedules, filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (p) Discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (q) Entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $500,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (r) Purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (s) Hiring of any employee with an annual salary or independent contractor with total compensation opportunities in excess of $100,000; (t) Agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (u) Event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth ------------------------------------- in Schedule 3.155.17 of the LBI Book of Schedules, since December 31September 30, 20022000, Company LBI and each LBI Subsidiary has conducted its respective business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock (except for payment of dividends and distributions from any wholly-owned LBI Subsidiary to LBI and pursuant to Section 7.4); (b) amendment to its articles of incorporation, charter or bylaws or any resolutions adopted by its board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonuses, salaries, salaries or other compensation to any directorof its stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing LBI Employee Benefit Plan, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryLBI Employee Benefit Plan (as defined below); (ce) material damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (df) entry into, termination or extension of, or receipt of notice of termination of (i) of, any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving a total remaining commitment by any similar transaction; (g) except for this Agreement, entry into any Contract or to Company incurrence of any obligation or any Subsidiary of at least $25,000 except liability (fixed or contingent) other than in the Ordinary Course of Business; (eh) material change in any existing lease of real or personal property to which it is a party; (i) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company LFSB of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fj) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) other than in the Ordinary Course of Business, cancellation or waiver by it of any debts, claims or rights with a value to Company or any Subsidiary in excess of $25,00015,000; (gl) any investment by it of a capital nature exceeding $50,000 or aggregate investments of a capital nature exceeding $100,000; (m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (o) suffered any change or changes having a Material Adverse Effect on it, or in the operation or conduct of its respective business; (p) conducted its respective business in any manner other than substantially as it was being conducted prior to such time; (q) purchased any investment security that is callable prior to its stated maturity, that has a stated maturity of thirty (30) months or more or has a purchase price of greater than $250,000; (r) obtained any variable rate advances with maturities of greater than one (1) year from the Federal Home Loan Bank; (s) agreement material change in the its accounting methods used by Company or any Subsidiaryused; or (ht) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.17, since December 31, 20022013, Company each of Lotus and each Subsidiary the Bank has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing, with respect to each, since December 31, 2013, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; provided, however, a bona fide capital raising transaction is not prohibited pursuant to Section 6.3 as long as there is a proportionate adjustment to the Aggregate Merger Consideration. (b) amendment to its articles of incorporation or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for normal increases made in the Ordinary Course of Business) employee Business or in accordance with any then existing Lotus Employee Benefit Plan disclosed in the Schedules, or entry by it into any employment, severanceconsulting, non- competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryLotus Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by Lotus or to Company or any Subsidiary the Bank of at least more than $25,000 except in the aggregate; (h) Bank Loan or commitment to make any Bank Loan other than in the Ordinary Course of Business; (ei) Bank Loan or commitment to make, renew, extend the term or increase the amount of any Bank Loan to any Person if such Bank Loan or any other Bank Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that, for purposes of Section 6.3, nothing in this Section 4.17(i) shall prohibit the Bank from honoring any contractual obligation in existence on the Agreement Date; (j) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due, and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company the Bank of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; (iii) pursuant to borrowings from Federal Home Loan Banks or similar borrowings; or (iv) otherwise incurred in the Ordinary Course of Business; (fk) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $10,000 (l) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $25,000; (gm) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (o) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Lotus or the Bank to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (p) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (q) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (r) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $25,000 in aggregate value, except for sales by the Bank of (i) any Bank Loan, (ii) OREO and (iii) other repossessed properties or the acceptance of a deed in lieu of foreclosure; (s) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (t) hiring of any employee with an annual salary in excess of $50,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hu) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 4.17.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as (x) set forth on Schedule 3.153.8 of the Company Disclosure Schedule, (y) in connection with the Transactions or (z) as is otherwise contemplated by this Agreement or any other Transaction Document (provided, the foregoing exceptions shall not apply with respect to subclause “(y)”), from the Balance Sheet Date (or, in the case of clause “(j),” since February 8, 2022) to the date of this Agreement: (a) the business of the Company Group has been conducted in the ordinary course of business, except with respect to any COVID-19 Response; (b) the Company has not made or authorized any amendment, modification or change to any of its Organizational Documents; (c) the Company has not issued, sold, delivered, or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), any shares of any class or any other equity interests or equity equivalents (including any options or appreciation rights); (d) no member of the Company Group has declared or paid any cash or non-cash dividend or made any cash or non-cash distribution in respect of, or repurchased or redeemed, any shares of any class or any other equity interests or equity equivalents; (e) no member of the Company Group has adopted a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (f) no member of the Company Group has incurred or assumed, guaranteed, endorsed or otherwise become liable or responsible for any Indebtedness that, individually or in the aggregate, exceeds $250,000, except for borrowings under the Existing Credit Agreement; (g) no member of the Company Group has assumed, guaranteed, endorsed or otherwise become liable or responsible, whether directly, contingently or otherwise, for the obligations (other than Indebtedness) of any other Person; (h) no member of the Company Group has made any loans, advances or capital contributions to or investments in any other Person in excess of $200,000 per Person or $500,000 in aggregate; (i) no member of the Company Group has entered into, terminated, adopted, materially amended or materially modified any employment Contract with any employee of any member of the Company Group with annual compensation opportunities (annual base salary and annual target bonus) in excess of $250,000 or any material Company Plan (except as required by applicable Law or the terms thereof); (j) no member of the Company Group has (i) made any material change in the compensation payable to, or benefits provided to, any current or former employee, director, officer or individual independent contractor (x) with annual compensation opportunities (annual base salary and annual target bonus) or annual fee in excess of $250,000 or (y) with annual compensation opportunities (annual base salary and annual target bonus) or annual fees less than $250,000, other than, with respect to clause (y), such increases in the salary or wage compensation or fees that (A) do not exceed 7% per individual or 5% in the aggregate and (B) are made in the ordinary course of business consistent with past practice, (ii) accelerated the time of payment, funding, or vesting of any compensation or benefit payable to any current or former employee, director, officer or individual independent contractor of any member of the Company Group or (iii) terminated (other than for cause), temporarily laid off, hired or engaged any employee, director, officer or individual independent contractor whose annual compensation opportunities (annual base salary and annual target bonus) would exceed $250,000; (k) other than in the ordinary course of business, no member of the Company Group has canceled, compromised or waived or released any right or claim (or series of related rights and claims) under any Material Contract; (l) no member of the Company Group has sold, leased, assigned, transferred, licensed, abandoned, permitted to lapse, or disposed of any assets (including Owned Intellectual Property) in a single transaction or series of related transactions having a fair market value in excess of $250,000 in the aggregate or that are otherwise material to the Company Group, in each case, except in the ordinary course of business consistent with past practice (and with respect to licenses of Owned Intellectual Property, limited to non-exclusive licenses granted in the ordinary course of business consistent with past practice); (m) no member of the Company Group has entered into any Contract obligating such member of the Company Group to make an acquisition (whether by merger, acquisition of stock or assets, or otherwise) of any business or line of business for aggregate consideration in excess of $250,000; (n) no election has been made to change the status of any member of the Company Group (as a corporation, partnership or disregarded entity) for federal, state or local Tax purposes; (o) there has not been any material adverse change in the businessdamage, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiaryloss, whether or not covered by insurance, materially with respect to the property and adversely affecting assets of any member of the properties, assets, business, financial condition, or prospects Company Group having a replacement cost of Company or any Subsidiarymore than $250,000; (dp) entry intono member of the Company Group has made any new Capital Expenditure or series of related Capital Expenditures, termination ofother than in accordance with the Capital Expenditure Budget; (q) no member of the Company Group has failed to file any Tax Return consistent with past practice, made, changed or revoked any Tax election, changed any method of Tax accounting, amended any Tax Return, extended the statute of limitations in respect of any Tax Return, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, entered into any ruling request, closing agreement or similar agreement with respect to Taxes, incurred any liability for Taxes outside of the ordinary course of business, or receipt failed to pay any Tax that becomes due and payable (including any estimated Tax payments); (r) no member of notice of termination of the Company Group has either (i) changed any licensemethod of accounting or its accounting policies, distributorship, dealer, sales representative, joint venture, credit, affiliation practices or similar agreementprocedures (other than as required by GAAP or applicable Law), or (ii) (A) accelerated collection of any Contract account receivable in advance of its due date, (B) other than with respect to a COVID-19 Response, delayed payment of any account payable beyond its due date, in each case, other than any such acceleration or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except delay (as applicable) effected in the Ordinary Course ordinary course of Businessbusiness, (C) made any material changes or modifications to its cash management methods or practices, including payment terms offered to counterparties or (D) granted any discounts or rebates other than in the ordinary course of business consistent with past practice; (es) sale no member of the Company Group has negotiated, modified, extended, or entered into any Collective Bargaining Agreement or recognized or certified any labor union, labor organization, or group of employees as the bargaining representative for any employees of the Company Group; (t) no member of the Company Group has implemented or announced any plant closings, reductions in force, furloughs, salary or wage reductions, material work schedule changes or other than sales such actions that require action under the WARN Act; (u) no member of inventory in the Ordinary Course of Business)Company Group has waived or released any material noncompetition, leasenonsolicitation, nondisclosure, noninterference, nondisparagement, or other disposition restrictive covenant obligation of any asset current or property owned former employee or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiaryindependent contractor; (fv) cancellation no member of the Company Group has adopted or waiver entered into any plan of any claims dissolution or rights with a value to Company or any Subsidiary in excess of $25,000liquidation; (gw) material change in no member of the accounting methods used by Company Group has settled or commenced any Subsidiary; orAction; (hx) agreement, whether oral no member of the Company Group has agreed or written, by Company or a Subsidiary committed to do take any of the foregoing.forgoing actions; and (y) there has not occurred a Material Adverse Effect;

Absence of Certain Changes and Events. Since December 31, 20022015, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company Bank and each Subsidiary has of its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2015, there has not been any: (a) change in the Seller’s or the Seller’s Subsidiaries’ authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on Bank Financial Statements; (b) amendment the Seller’s or the Seller’s Subsidiaries’ articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Employee Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement or normal annual renewals of benefit programs) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryEmployee Benefit Plan; (ce) damage to or destruction or loss of any asset of their tangible assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, and except in the Ordinary Course of Business, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company or any Subsidiary the Bank of at least more than $25,000 except in the aggregate; (h) Bank Loan or commitment to make any Bank Loan other than in the Ordinary Course of Business; (ei) sale except as set forth in the Bank’s List of Past Due Credits and Pending Actions, or except as done it the Ordinary Course of Business, any Bank Loan or commitment to make, renew, extend the term or increase the amount of any Bank Loan to any Person if such Bank Loan or any other Bank Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any known obligation or liability (fixed or contingent) other than sales of inventory in the Ordinary Course of Business); (k) sale, lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Bank or any of its Subsidiaries) individually exceeding $50,000 or in the aggregate exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiary; orother material aspect of their business or operations, except for such changes as may be required in the opinion of the management of Seller or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities or Legal Requirement; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $25,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than in the Ordinary Course of Business; (u) hiring of any employee with an annual salary in excess of $50,000 which employment is not terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) to the Knowledge of Seller, event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Bank.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change Except for the Restructuring and the transactions described in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15Section 5.01, since December 31, 2002, Company and each Subsidiary has the date of the 2008 Balance Sheet the OFS Companies have conducted its business only the Business in the Ordinary Course of Business Course, and there has not been any: (a) payment reorganisation or increase by Company or any Subsidiary liquidation of any bonuses, salaries, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employeeOFS Company; (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryMaterial Adverse Effect; (c) damage to dividend, bonus (other than bonuses granted in the Ordinary Course) or destruction other distribution declared, paid or loss of made by any asset or property owned or used by Company or any SubsidiaryOFS Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiaryother than as provided in Section 5.16; (d) resolution of the shareholders or participants, as applicable, passed by any OFS Company or any shareholder of any OFS Company (whether in general meeting or otherwise) other than in the Ordinary Course or in connection with the Amended Charters or as provided in Sections 5.16; (e) amendment or authorisation of any amendment to any Charter (other than the Amended Charters); (f) change in the capitalisation (including issue of new share capital and increase of charter capital) of any OFS Company or change in the debt structure of any OFS Company inconsistent with the transactions contemplated by this Agreement; (g) sale, lease, or other disposition of, or any damage to, destruction of or Encumbrance on, any of its properties or assets of value greater than 100,000 USD in the aggregate other than transactions among the OFS Companies and asset disposals in the Ordinary Course; (h) acquisition by any business or Person of any properties or assets of the Business that are material to the Business in the aggregate; (i) entry into, modification, or termination of, or receipt of notice of cancellation or termination of (i) any licenseof, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract (or transaction involving series of related Contracts) of any OFS Company, that involves a total remaining commitment by or to any OFS Company or any Subsidiary of at least $25,000 except 100,000 USD or its equivalent in any other currency or that would otherwise be material to the Ordinary Course of Business, other than any transaction among the OFS Companies, or any Permit; (ej) sale (other than sales of inventory in the Ordinary Course of Business), lease, settlement or other disposition compromise of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (f) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (g) material change in the accounting methods used by Company or any SubsidiaryProceeding; or (hk) agreementexcept as required by Law or in the Ordinary Course, whether oral adoption, entry into, termination or writtenamendment of any employment, by Company severance or a Subsidiary similar Contract, or changes to do any compensation or benefits of the foregoingany director, officer, employee or consultant or other independent contractor.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as contemplated by this Agreement or as set forth on Schedule 3.154.9 hereto, since September 30, 1998: (a) the business of the Company has been operated only in the usual and ordinary course and there has not been been: (i) any material adverse change in the financial condition, business, operations, properties, prospects, assets, results of operations or condition prospects of the Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (bii) adoption ofany damage, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiary, (whether or not covered by insurance, ) materially and adversely affecting the properties, assetsbusiness or business prospects of the Company; (iii) any distribution, businessdeclaration, financial conditionsetting aside or payment of any dividend, or prospects any other distribution with respect to the capital stock of the Company or any Subsidiarydirect or indirect redemption, purchase or other acquisition of any such stock or sale of any such stock by the Company; (div) entry intoany material or unusual increase in the fixed compensation payable to or to become payable by the Company to any officer, termination ofkey employee or agent of the Company, or receipt of notice of termination of (i) in any licenseinsurance, distributorshippension or other benefit plan, dealer, sales representative, joint venture, credit, affiliation or similar agreementpayment, or (ii) arrangement made to, for or with any Contract such officers, key employees or transaction involving a total remaining commitment by or to Company or any Subsidiary agents of at least $25,000 except in the Ordinary Course of BusinessCompany; (ev) sale (any commission or bonus paid to any such officers, key employees or agents, other than sales of inventory commissions and bonuses paid in the Ordinary Course ordinary course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiarybusiness; (fvi) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (g) material change in the accounting methods used by operation of the business of the Company or any Subsidiarymaterial transactions entered into, except such changes and transactions occurring in the ordinary course of business and not otherwise required to be disclosed pursuant to this Section 4.9; or (hvii) agreement, whether oral or written, by Company or a Subsidiary any agreement to do any of the foregoing; and (b) the Company has not: (i) purchased, sold or transferred any asset except in the ordinary course of its business; (ii) canceled any debts or waived any claims or rights of substantial value, or sold, transferred or otherwise disposed of, any properties or assets (real, personal or mixed, tangible or intangible) of substantial value, except, in each such case, in transactions in the ordinary course of business and consistent with past practice and which in any event, do not exceed $25,000 individually; (iii) made any capital expenditures or commitments in the ordinary course of business in excess of $50,000 individually, or $100,000 in the aggregate; or (iv) been the subject of or experienced any strike or other work stoppage or concerted slow down or threat thereof, union election or attempted collective bargaining of employees.

Absence of Certain Changes and Events. Since Except as set forth on Schedule 4.18, since December 31, 20022007, Waterloo and each Waterloo Subsidiary have conducted their respective businesses only in the Ordinary Course of Business. Without limiting the foregoing, with respect to each such entity, since December 31, 2007, except as set forth on Schedule 3.154.18, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles of incorporation or charter (or similar organizational documents) or by-laws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (except employees, except, with respect to employees, for normal salary and bonus increases made in the Ordinary Course of Business) employee , bonuses paid consistent with 2007 year end bonuses or made in accordance with any then existing Waterloo Benefit Plan, and payment of regular directors’ fees or entry by it into any employment, severanceconsulting, noncompetition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryWaterloo Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate was greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) of, any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company Waterloo or any Waterloo Subsidiary of at least more than $25,000 except in the aggregate; (h) Waterloo Loan or commitment to make any Waterloo Loan other than in the Ordinary Course of Business; (ei) commitment to make, renew, extend the term or increase the amount of any Waterloo Loan, to any Person if such Waterloo Loan or any other Waterloo Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Waterloo or any Waterloo Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.18(i) shall prohibit Waterloo or any Waterloo Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; provided, further, that nothing in this Section 4.18(i) shall prohibit Waterloo from conducting its loan pool participation business in the Ordinary Course of Business; (j) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company Waterloo of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fk) incurrence by it of any obligation or liability (fixed or contingent) other than advances from the Federal Home Loan Bank of Chicago or in the Ordinary Course of Business; (l) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (gm) except for the Contemplated Transactions, any (i) merger or consolidation with or into any other Person, or (ii) acquisition of any stock, equity interest or business of any other Person except (1) in connection with foreclosures or the exercise of security interests in the Ordinary Course of Business or (2) in a fiduciary capacity for third parties not in an individual amount in excess of $25,000 or an aggregate amount of $50,000; (n) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (o) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Waterloo to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (p) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (q) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (r) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $25,000 in aggregate value, except for sales of Waterloo “other real estate owned” and other repossessed properties or the acceptance of a deed, in lieu of foreclosure; (s) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; or (ht) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 4.18.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth listed in Schedule 3.15Section 3.15 of the Company Disclosure Schedules, since December 31, 20022016, the Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2016, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $50,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one (1) year or that involves the payment by the Bank of more than $50,000 in the aggregate; (h) Company Loan or commitment by or to make any Company or any Subsidiary of at least $25,000 except Loan other than in the Ordinary Course of Business; (ei) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss” or “other loans specially mentioned,” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Company Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,00050,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $50,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $100,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $50,000; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.15, since December 31, 20022014, Company and each Subsidiary Seller has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing, with respect to each, since December 31, 2014, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; provided, however, a bona fide capital raising transaction is not prohibited pursuant to Section 6.3 as long as there is a proportionate adjustment to the Aggregate Merger Consideration. (b) amendment to its articles of incorporation or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for normal increases made in the Ordinary Course of Business) employee Business or in accordance with any then existing Seller Employee Benefit Plan disclosed in the Schedules, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiarySeller Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company or any Subsidiary Seller of at least more than $25,000 except in the aggregate; (h) Seller Loan or commitment to make any Seller Loan other than in the Ordinary Course of Business; (ei) Seller Loan or commitment to make, renew, extend the term or increase the amount of any Seller Loan to any Person if such Seller Loan or any other Seller Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Seller, or has been classified by Seller or by a Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that, for purposes of Section 6.3, nothing in this Section 4.15(i) shall prohibit Seller from honoring any contractual obligation in existence on the Agreement Date; (j) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due, and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company Seller of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; (iii) pursuant to borrowings from Federal Home Loan Banks or similar borrowings; or (iv) otherwise incurred in the Ordinary Course of Business; (fk) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $10,000; (l) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $25,000; (gm) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (o) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Seller to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (p) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (q) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (r) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $25,000 in aggregate value, except for sales by Seller of (i) any Seller Loan, (ii) OREO and (iii) other repossessed properties or the acceptance of a deed in lieu of foreclosure; (s) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (t) hiring of any employee with an annual salary in excess of $50,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hu) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 4.15.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth listed in Schedule 3.15Section 3.15 of the Company Disclosure Schedules, since December 31, 20022017, the Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2017, there has not been any: (a) payment change in their authorized or increase by Company or any Subsidiary issued capital stock; grant of any bonusesstock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, salariesredemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the same; (c) increase of any bonus, salary or other compensation to any of their shareholders, directors, officers or employees, except with respect to officers and employees for normal increases in the Ordinary Course of Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, consulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase (except for any increases in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in the Ordinary Course of Business) employee; (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $100,000; (df) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction), or breach of the terms of any existing lease, Contract or license that (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation has a term of more than one (1) year or similar agreement, that involves the payment by the Banks of more than $200,000 in the aggregate; or (ii) is a Material Contract. (h) Company Loan or commitment to make, renew, extend the term or increase the amount of any Contract or transaction involving a total remaining commitment by or Company Loan to any Person if such Company Loan or any Subsidiary other Company Loans to such Person or an Affiliate of at least $25,000 except such Person is on the “watch list” or similar internal report of either of the Banks, or has been classified by either of the Banks or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (i) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (ej) Company Loan or commitment to make any Company Loan other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on Lien upon any material asset of their assets or property owned properties, except: (i) for Company Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000, or any settlement or discharge of any Proceeding against any of them; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $500,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or all or substantially all of the assets or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies, practices, methods or systems with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, ALLL, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any Lien on their assets or repayment of any indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $1,000,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) failure to maintain in full force and effect any insurance policy in effect as of December 31, 2017, in each case, on substantially the same terms as in effect on December 31, 2017; (v) termination (other than for cause) of any employee with an annual salary in excess of $150,000; (w) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (x) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, 6.20 attached to this Agreement or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except except as set forth in Schedule 3.15required by law, since December March 31, 20022003, the Company and each Subsidiary of its Subsidiaries has conducted its business only in the Ordinary Course ordinary course of Business and business and, except as contemplated in connection with the transactions contemplated by this Agreement, there has not been any: (a) 6.20.1 change in the authorized or issued equity securities; grant of any option or right to purchase any equity security; issuance of any security convertible into equity securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition of any equity security; or declaration or payment of any dividend or other distribution or payment in respect of equity securities; 6.20.2 except in the ordinary course of business, payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any stockholder, director, officer, consultant, or (except in the Ordinary Course of Business) employee employee, or entry into any employment, severance, or similar Contract contract with any director, officer, consultant, or (except in the Ordinary Course of Business) employee; (b) 6.20.3 adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiaryemployees; (c) 6.20.4 damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially and adversely affecting which, individually or in the propertiesaggregate, assets, business, financial condition, or prospects of has had a Material Adverse Effect on the Company or any Subsidiaryof its Subsidiaries; (d) 6.20.5 except in the ordinary course of business, entry into, modification or amendment to, termination of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of $100,000 or any Subsidiary of at least $25,000 more; 6.20.6 except in the Ordinary Course ordinary course of Business; (e) sale (other than sales of inventory in the Ordinary Course of Business)business, sale, lease, or other disposition of any material asset or property owned or used by the Companies or mortgage, pledgeproperty, or imposition of any Encumbrance on any material asset or property owned property, including the sale, lease, or used by Company or other disposition of any Subsidiaryof the Trademarks; (f) 6.20.7 cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (g) material 6.20.8 change in the accounting methods used by the Company; 6.20.9 except as set forth on Schedule 6.20.9, decrease in the amount of Company Debt except for paydowns made in the ordinary course of the Company's business consistent with past practice; 6.20.10 any other change, effect, event, occurrence, non-occurrence, condition or development which has had, individually or in the aggregate, a Material Adverse Effect on the Company or any Subsidiaryof its Subsidiaries; or (h) 6.20.11 any agreement, whether oral in writing or writtenotherwise, by Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 20022014, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2014, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their directors, officerofficers or employees, or (except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan or except as reflected on the Company Financial Statements, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $50,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the annual payment by or to Company or any Subsidiary the Bank of at least more than $25,000 except in the aggregate; (h) Company Loan or commitment to make any Company Loan other than in the Ordinary Course of Business; (ei) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,00050,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $50,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities or other than in the Ordinary Course of Business; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $50,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $50,000; (v) any written agreement or, to the Knowledge of the Company, any oral agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 20022004, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event Material Adverse Change has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect with respect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do sothe Company. Except as set forth in Schedule 3.15otherwise contemplated by this Agreement, since December 31, 20022004, (i) each of the Company and each its Subsidiary has conducted its business only in the Ordinary Course of Business and (ii) there has not been any: (a) payment or increase by the Company or any its Subsidiary of any bonuses, salaries, or other compensation to any director, officer, director or officer (except other than in the Ordinary Course of BusinessBusiness and except for those officers with respect to whom Company has provided to Parent the amount of any salary increases) employee or entry into any employment, severance, or similar Contract with any directoremployee, officer, director or officer (except other than in the Ordinary Course of Business) employee); (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees employees, other than in the Ordinary Course of Company or any SubsidiaryBusiness; (c) damage to or destruction or loss of any material asset or property owned or used by the Company or any its Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (d) entry into, (i) termination of, or receipt of notice of termination of (i) other than by its terms), any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreementmaterial Contract, or (ii) entry into any Contract or transaction involving a total remaining commitment by or to the Company or any its Subsidiary of at least $25,000 except 50,000, other than in the Ordinary Course of Business; (e) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any material asset or property owned or used by the Companies Company or its Subsidiary, or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by the Company or its Subsidiary (including but not limited to any SubsidiaryCompany IP), other than in the Ordinary Course of Business; (f) cancellation or waiver of any claims or rights with a value to the Company or any its Subsidiary in excess of $25,000;50,000; or (g) material change in the accounting methods used or practices, except for any such change required by Company GAAP or any Subsidiary; or (h) agreement, whether oral or written, by Company or a Subsidiary to do any of the foregoingapplicable law.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.17, since December 31, 20022006, Company GRB and each GRB Subsidiary has have conducted its business their respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2006, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles or certificate of incorporation, charter or bylaws or adoption of any resolutions by its board of directors or other governing body or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing GRB Employee Benefit Plan disclosed in the GRB Schedules, or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryGRB Employee Benefit Plan; (ce) damage to or destruction or loss or theft of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $10,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company GRB or any GRB Subsidiary of at least more than $25,000 except 10,000 in the aggregate; (h) GRB Loan or commitment to make any GRB Loan other than in the Ordinary Course of Business; (ei) GRB Loan or commitment to make, renew, extend the term or increase the amount of any GRB Loan to any Person if such GRB Loan or any other GRB Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of GRB or any GRB Subsidiary, or has been classified by GRB or any GRB Subsidiary or Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.17(i) shall prohibit GRB or any GRB Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; (j) incurrence by it of any obligation or liability (fixed or contingent) other than by GR Bank in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for tax and other liens that arise by operation of law and with respect to which payment is not past due, and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company any GRB Subsidiary of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by it of any claims or rights with a value to Company in excess of $10,000; (m) any investment by it of a capital nature exceeding $5,000 or aggregate investments of a capital nature exceeding $10,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any Subsidiary increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of the management of GRB to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $10,000 in aggregate value, except for sales of GRB “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $25,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; (gv) material any change in independent auditors, or the historic methods or practices of accounting methods used by Company of GRB or any SubsidiaryGRB Subsidiary (other than as required by GAAP or regulatory accounting principles); or (hw) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31the date of the Balance Sheet, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary TeraComm has conducted its business only in the Ordinary Course of Business and there has not been anyoccurred any of the following: (a1) payment any change in TeraComm's authorized or increase issued capital stock; purchase, redemption, retirement, or other acquisition by Company or any Subsidiary TeraComm of any bonusesshares of capital stock of TeraComm; or declaration or payment of any dividend or other distribution (whether in cash, salariesstock, or property) in respect of shares of capital stock of TeraComm; (2) any amendment of the certificate of incorporation or by-laws of TeraComm; (3) any increase in the salary, bonus, or other compensation payable by TeraComm to any director, officer, employee, consultant or (independent contractor, except for increases in the Ordinary Course of Business) employee Business consistent with TeraComm's past practice, or any entry into any employment, consulting, incentive compensation, severance, or similar Contract with any director, officer, employee, consultant or independent contractor that is not terminable without liability on notice of 30 days or less; (except 4) any incurrence by TeraComm of indebtedness for borrowed money, any assumption or guarantee by TeraComm of the debt of any other Person, or any loan or advance by TeraComm to any Person other than in the Ordinary Course of Business) employee; (b5) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (c) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiary, whether or of TeraComm not fully covered by insuranceinsurance that is reasonably likely to have, materially and adversely affecting individually or in the propertiesaggregate, assets, business, financial condition, or prospects of Company or any Subsidiarya Material Adverse Effect on TeraComm; (d) entry into, termination of, or receipt of notice of termination of (i6) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business; (e) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of of, or any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on Lien except Permitted Liens on, any material property or asset that is material, individually or property owned or used by Company or any Subsidiaryin the aggregate, to the business of TeraComm; (f7) any cancellation or waiver of any material claims or rights with without adequate consideration or a value to Company or any Subsidiary in excess of $25,000reasonable business purpose; (g8) any merger or consolidation with, or purchase of a substantial equity interest in or all or a substantial portion of the assets of, any Person; (9) any material revaluation by TeraComm of any of its assets, including any writing-off of notes or accounts receivable other than in the Ordinary Course of Business consistent with past practice; (10) any material change in the accounting methods used by Company TeraComm; (11) any change, event or any Subsidiaryother circumstance that taken individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on TeraComm, except for general changes in the industry in which TeraComm operates or in the economy; or (h12) agreement, whether oral or written, entry by Company or a Subsidiary TeraComm into any Contract to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.155.17, since December 31, 20022005, Company Union and each Union Subsidiary has have conducted its business their respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2005, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its certificate of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its stockholders, officerdirectors, officers or (except employees, except, with respect to employees, for normal salary and bonus increases made in the Ordinary Course of Business) employee Business or made in accordance with any then existing Union Employee Benefit Plan (as defined below), or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryUnion Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate was greater than $100,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company Union or any Union Subsidiary of at least more than $25,000 except 100,000 in the aggregate; (h) Union Loan or commitment to make any Union Loan other than in the Ordinary Course of Business; (ei) Union Loan or commitment to make, renew, extend the term or increase the amount of any Loan to any Person if such Union Loan or any other Union Loans to such Person or an Affiliate of such Person is on the "watch list" or similar internal report of Union or any Union Subsidiary, or has been classified as "substandard," "doubtful," "loss," or "other loans specially mentioned" or listed as a "potential problem loan"; provided, however, that nothing in this SECTION 5.17(I) shall prohibit Union or any Union Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; (j) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company UnionBank of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fk) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (l) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (gm) aggregate investments by it of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Union to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of Union "other real estate owned" and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $100,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.154.17, there since December 31, 0000, XXX and each RMB Subsidiary has not been any material adverse change conducted its respective businesses only in the businessOrdinary Course of Business. Without limiting the foregoing, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect with respect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15each, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in its authorized or issued capital stock, except for redemptions or issuances of RMB capital stock on terms and for consideration deemed fair and reasonable by the RMB board of directors; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock, except for redemptions of RMB capital stock on terms and for consideration deemed fair and reasonable by the RMB board of directors; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock, except as reflected on the RMB Financial Statements; (b) amendment of its articles of incorporation, charter or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then existing RMB Employee Benefit Plans (as defined below), or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, or (except in for the Ordinary Course of Business) employeeContemplated Transactions; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryRMB Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $25,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company RMB or any RMB Subsidiary of at least more than $25,000 except 50,000 in the aggregate; (h) RMB Loan or commitment to make any RMB Loan other than in the Ordinary Course of Business; (ei) sale RMB Loan or commitment to make, renew, extend the term or increase the amount of any Loan to any Person if such RMB Loan or any other RMB Loans to such Person or an Affiliate of such Person is on the "watch list" or similar internal report of RMB or any RMB Subsidiary, or was classified as "substandard," "doubtful," "loss," or "other loans specially mentioned" or listed as a "potential problem loan" prior to the commitment, renewal, extension or increase; provided, however, that nothing in this Agreement shall prohibit RMB or any RMB Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) sale, lease or other than sales disposition of inventory any of its assets or properties or mortgage, pledge or imposition of any lien or other encumbrance upon any of its material assets or properties except in the Ordinary Course of Business or for tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or liens: (i) required to be granted in connection with the acceptance by the Bank of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (fk) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (l) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,00050,000; (gm) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $50,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of RMB to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $50,000 in aggregate value, except for sales of RMB "other real estate owned" and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $35,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth listed in Schedule 3.15Section 3.15 of the Company Disclosure Schedules, since December 31, 20022017, the Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2017, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $50,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one (1) year or that involves the payment by the Bank of more than $50,000 in the aggregate; (h) Company Loan or commitment by or to make any Company or any Subsidiary of at least $25,000 except Loan other than in the Ordinary Course of Business; (ei) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Company Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,00050,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually exceeding $100,000 or in the aggregate exceeding $200,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $100,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $100,000; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15Section 3.15 of the Company Disclosure Schedules, since December 31, 20022013, the Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2013, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their shareholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $50,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a total remaining term of more than one year or that involves the payment by the Bank of more than $50,000 in the aggregate; (h) Company Loan or commitment by or to make any Company or any Subsidiary of at least $25,000 except Loan other than in the Ordinary Course of Business; (ei) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property owned or used by the Companies properties, or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of their material asset assets or property owned properties, except: (i) for Permitted Exceptions; or used by Company or any Subsidiary(ii) as otherwise incurred in the Ordinary Course of Business; (fl) cancellation or waiver by them of any claims or rights with a value to Company or any Subsidiary in excess of $25,00050,000; (gm) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $50,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used by opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Subsidiary; orRegulatory Authorities; (hq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations, except with respect to the Bank’s loan production office located in Peoria, Illinois; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $50,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $50,000; (v) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.11 and except for actions taken or changes made at the request of, or authorized by, Buyer, or otherwise taken or made pursuant to this Agreement, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and 2007 there has not been any: (a) payment change in the Company's authorized or increase by Company or any Subsidiary issued capital stock; grant of any bonusesstock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, salariesredemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend, other distribution or payment in respect of shares of capital stock or any bonus compensation to the Sellers; (b) amendment to the Organizational Documents of the Company; (c) distribution to any stockholder, director, or officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or (except in employee other than distribution of the Ordinary Course of Business) employeeExcluded Property as required by Section 3.1; (b) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (cd) damage to or destruction or loss of any asset or property owned or used by Company or any Subsidiarypart of the Business Property, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiarywhich has resulted in a Material Adverse Effect; (de) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving transaction, the termination of which could reasonably be expected to have a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of BusinessMaterial Adverse Effect; (ef) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any the Business Property or any other material asset or property owned or used by of the Companies Company, or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any the Business Property or any other material asset or property owned or used by Company or any Subsidiaryof the Company; (fg) cancellation or waiver of any claims or rights with a value to the Company or any Subsidiary in excess of Twenty-five Thousand Dollars ($25,000); (gh) material change in the accounting methods used by Company or any Subsidiarythe Company; or (hi) agreement, whether oral or written, by the Company or a Subsidiary Sellers to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.154.17, since December 31, 20022005, Company Centrue and each Centrue Subsidiary has have conducted its business their respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2005, there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its certificate of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its stockholders, officerdirectors, officers or (except employees, except, with respect to employees, for normal salary and bonus increases made in the Ordinary Course of Business) employee Business or made in accordance with any then existing Centrue Employee Benefit Plan (as defined below), or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryCentrue Employee Benefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate was greater than $100,000; (df) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company Centrue or any Centrue Subsidiary of at least more than $25,000 except 100,000 in the aggregate; (h) Centrue Loan or commitment to make any Centrue Loan other than in the Ordinary Course of Business; (ei) Centrue Loan or commitment to make, renew, extend the term or increase the amount of any Loan to any Person if such Centrue Loan or any other Centrue Loans to such Person or an Affiliate of such Person is on the "watch list" or similar internal report of Centrue or any Centrue Subsidiary, or has been classified as "substandard," "doubtful," "loss," or "other loans specially mentioned" or listed as a "potential problem loan"; provided, however, that nothing in this SECTION 4.17(I) shall prohibit Centrue or any Centrue Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; (j) sale (other than sales of inventory any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company Centrue Bank of government deposits; (ii) granted in connection with repurchase or any Subsidiaryreverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (fk) incurrence by it of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (l) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (gm) aggregate investments by it of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiaryother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Centrue to respond to then current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of Centrue "other real estate owned" and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $100,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; or (hv) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except Except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, 3.7 or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15is otherwise contemplated by this Agreement, since December 31, 20022006 to the date of this Agreement, the Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been been, as of the date hereof, any Material Adverse Effect or any: (a) payment change in the Company’s authorized or increase by Company or any Subsidiary issued capital stock; grant of any bonusesstock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, salariesredemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock, other than in connection with the exercise of Options in accordance with their terms and repurchases of shares of Common Stock and Options from Securityholders under the Stockholders Agreement and any Option Agreement; (b) amendment to the Organizational Documents of the Company; (c) except as required pursuant to the terms of any existing contract, agreement, Plan or arrangement, increase in the amount of any bonus, salary or other compensation to any directorDirector or Corporate Officer or entry into any employment, officer, severance or similar agreement with any Director or Corporate Officer; (d) except in the Ordinary Course of Business) Business or as required pursuant to the terms of any existing contract, agreement, Plan or arrangement, increase in the amount of any bonus, salary or other compensation to any Corporate Officer or any employee having an annual base salary as of the date hereof in excess of $200,000 or entry into any employment, severance, severance or similar Contract agreement with any director, officer, or (except in the Ordinary Course of Business) such employee; (be) adoption of, or increase in the payments to or benefits under, any profit sharingPlan, bonus, deferred compensation, savings, insurance, pension, retirement, except as required therein or other employee benefit plan for or with any employees of Company or any Subsidiaryby Legal Requirement; (cf) material damage to or destruction or loss of any material asset or property owned or used by Company or any Subsidiaryof the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Company or any Subsidiary; (dg) entry into, termination of, or receipt of written notice of termination of any Material Contract (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary other than termination resulting from the expiration of at least $25,000 except in the Ordinary Course term of Businesssuch Material Contracts); (eh) acquisition of the capital stock of, or any line of business of, any other Person or Persons; (i) sale (other than sales of inventory in the Ordinary Course of Business and sales or other dispositions of equipment deemed surplus, obsolete or no longer necessary to the business of the Company), lease or license (other than in the Ordinary Course of Business), lease, abandonment or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary(other than pursuant to the Credit Agreement); (fj) cancellation or waiver of any claims or rights with a value to the Company or any Subsidiary in excess of $25,0001 million; (gk) material change in the accounting methods used by Company or any Subsidiarythe Company; or (hl) agreement, whether oral or written, by the Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Since Except as set forth on Company Schedule 4.17, since December 31, 20022013, Company and each Company Subsidiary have conducted their respective businesses only in the ordinary course of business consistent with past practice. Without limiting the foregoing, with respect to each, since December 31, 2013, except as set forth on Company Schedule 3.154.17, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since December 31, 2002, Company and each Subsidiary has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in its authorized or issued capital stock; grant of any stock option or right to purchase shares of its capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by it of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock; (b) amendment to its articles of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof its shareholders, officerdirectors, officers or employees, except, with respect to employees, for normal salary and bonus increases made in the ordinary course of business consistent with past practice or made in accordance with any then-existing Company Benefit Plan, or (except in the Ordinary Course of Business) employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any shareholder, director, officer, officer or (except in the Ordinary Course of Business) employee; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of its assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially where the resulting diminution in value individually or in the aggregate was greater than $100,000 and adversely affecting has not been fully restored; provided that the properties, assets, business, financial condition, or prospects provisions of this Section 4.17(e) are not applicable to the OREO of Company or any Company Subsidiary, and are applicable only to properties used in the business operations of Company or any Company Subsidiary; (df) entry into, termination or extension of, or receipt of notice of termination of (i) of, any license, distributorship, dealer, sales representative, joint venture, credit, affiliation venture or similar agreement, or (ii) agreement pursuant to any Contract or transaction involving any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a total remaining commitment term of more than one year or that involves the payment by or to Company or any Company Subsidiary of at least more than $25,000 except 100,000 in the Ordinary Course aggregate provided that the provisions of Businessthis Section 4.17(g) are not applicable to leases, Contracts or licenses affecting the OREO of Company or any Company Subsidiary, and are applicable only to leases, Contracts or licenses affecting properties used in the business operations of Company or any Company Subsidiary; (eh) Company Loan made, or commitment to make, renew, extend the term or increase the amount of any Loan, to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Company or any Company Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.17(h) shall prohibit Company or any Company Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; (i) sale (other than sales of inventory any sale in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), lease, lease or other disposition of any asset of its assets or property owned or used by the Companies properties or mortgage, pledge, pledge or imposition of any Encumbrance on lien or other encumbrance upon any of its material asset assets or property owned properties, except for Tax and other liens that arise by operation of law and with respect to which payment is not past due and except for pledges or used liens: (i) required to be granted in connection with the acceptance by Company Bank of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the ordinary course of business consistent with past practice; provided that the provisions of this Section 4.17(i) are not applicable to the OREO of Company or any Company Subsidiary, and are applicable only to properties used in the business operations of Company or any Company Subsidiary; (fj) incurrence by it of any obligation or liability (fixed or contingent) other than in the ordinary course of business consistent with past practice; (k) cancellation or waiver by it of any claims or rights with a value to Company or any Subsidiary in excess of $25,000100,000; (gl) any investment by it of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Company or any Subsidiary; orother material aspect of its business or operations, except for such changes as may be required in the opinion of the management of Company to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities; (ho) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (p) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the ordinary course of business consistent with past practice; (q) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of Company OREO and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (r) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (s) hiring of any employee with an annual salary in excess of $125,000, except for employees at will who are hired to replace employees who have resigned or whose employment has otherwise been terminated; (t) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoingforegoing in this Section 4.17; or (u) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Company.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth listed in Schedule 3.15Section 3.15 of the Company Disclosure Schedules, since December 31, 20022019 and through the date of this Agreement, the Company and each Subsidiary has its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2019, there has not been any: (a) change in their authorized or issued capital stock; grant of any stock option or right to purchase shares of their capital stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their Articles of Incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the same; (c) payment or increase by Company or any Subsidiary of any bonusesbonus, salaries, salary or other compensation to any directorof their stockholders, officerdirectors, officers or (employees, except for normal increases in the Ordinary Course of Business) employee Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officerofficer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (except in the Ordinary Course of Business30) employeedays’ notice or less, without penalty or premium; (bd) adoption adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any SubsidiaryBenefit Plan; (ce) damage to or destruction or loss of any asset of their assets or property owned or used by Company or any Subsidiaryproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of Company or any Subsidiaryin the aggregate is greater than $200,000; (df) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the payment of more than $150,000 in the aggregate; (h) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (i) sale (other than any licensesale in the Ordinary Course of Business), distributorshiplease or other disposition of any of their assets or properties, dealeror mortgage, sales representativepledge or imposition of any lien or other encumbrance upon any of their material assets or properties, joint venture, credit, affiliation or similar agreement, except: (i) for Company Permitted Exceptions; or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except as otherwise incurred in the Ordinary Course of Business; (ej) sale to the Company’s Knowledge, cancellation or waiver by them of any claims or rights with a value in excess of $150,000; (k) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $100,000; (l) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (m) transaction for the borrowing of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (n) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (o) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (p) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, excluding any Contracts relating to investment securities entered into the Ordinary Course of Business, but excluding OREO, individually or in the aggregate in excess of $150,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (q) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (r) hiring of any employee with an annual salary in excess of $100,000; (s) made or changed any Tax election, filed any amended Tax Return, entered into any closing agreement related to Taxes, settled any Tax claim or assessment, requested or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than sales as a result of inventory filing a Tax Return pursuant to a valid extension of time to file entered into in the Ordinary Course of Business), lease, or other disposition of surrendered any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiaryright to claim a Tax refund; (f) cancellation or waiver of any claims or rights with a value to Company or any Subsidiary in excess of $25,000; (g) material change in the accounting methods used by Company or any Subsidiary; or (ht) agreement, whether oral or written, by Company or a Subsidiary it to do any of the foregoing; or (u) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.