Common use of Activity in the Ordinary Course Clause in Contracts

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) except as set forth in Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated otherwise expressly provided hereby, Parent shall cause Seller to and Seller will (a) will, with respect to Seller’s banking operations, the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its commercially reasonable efforts to conduct its banking operations and the business of the Branches Branches, and preserve the Assets and Assumed Liabilities Liabilities, in all material respects in the ordinary and usual course of business consistent with past practice, practice and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (i) Increase or agree to increase the salary salary, benefits, remuneration or wage rate and incentive opportunity of compensation of, or pay any Branch bonus to, any Seller Employee, other than than, following notice to Purchaser, (A) normal salary or wage increases in the ordinary course of business consistent with past practice (however, any such increases increase shall, in no event, increase the aggregate cash compensation for Branch Seller Employees by more than 32% of their aggregate cash compensation as of the date of this Agreement), (B) increases or payments as required by contractual commitments outstanding on an annualized basis or for any individual Branch Employee by more than 10%)the date hereof and provided to Purchaser prior to the date hereof and set forth on Schedule 7.1(i)(B) of the Seller Disclosure Schedule, and (C) regular bonuses granted in the ordinary course of business consistent with past practice and set forth on Schedule 7.1 (i)(C) of the Seller Disclosure Schedule; (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides for incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees or any Employment Agreement (or arrangement that would result be an employment agreement if in effect on the date hereof) with respect to any material increase in liability for PurchaserSeller Employee (including any new hire); (iii) (A) Transfer any Branch Seller Employee to another branch, facility or office of Seller Parent or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller Parent or any of its Affiliates who, as of the date hereof, is not a Branch Seller Employee to any Branch other than temporary assignments of a fill-in nature in the ordinary course of business; (iv) Hire any employee for any of the Branches who shall become a Seller Employee other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Seller Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchespractice; (viii) Introduce new products or market promotions at any Branch other than market promotions in the ordinary course of business consistent with Seller’s past practices; provided, however, that in no event shall Seller offer any “teaser” interest rates in the course of introducing any new market promotion permitted under this Section 7.1(viii); (ix) Transfer to or from any Branch to or from any of SellerParent’s or Affiliates other operations or branches any material Assets or any Deposits, Deposits (except (A) pursuant to an unsolicited customer request or (B) if where it would be customary banking practice to honor such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8request); (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contractContract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xi) Make or agree to make any individual capital expenditure in respect of the Assets or the Assumed Liabilities in excess of Five Thousand Dollars ($5,000); provided that with respect to any written request for Purchaser’s consent for proposed capital expenditures that Seller deems to be for “emergency purposes,” Purchaser shall respond within forty-eight (48) hours; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, consolidate or relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease Lease, if, in its reasonable business judgment, and after consultation with Purchaser, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Leaseoperation; (xv) ReleaseKnowingly take any action that would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain the Regulatory Approvals, compromise or waive (B) adversely affect the ability of any material claim or right that is part party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the Assets condition set forth in Section 9.1(c) or (D) result in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied; (xvi) Except as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action impairing in a material respect Purchaser’s rights or obligations in respect of any Deposit, Asset or Assumed LiabilitiesLiability, or otherwise conduct its business in a manner inconsistent with Seller’s past practice; (xvii) Declare or pay any dividend or distribution, other than cash dividends and distributions that will not result in a Material Adverse Effect; or (xvixviii) Agree Solicit, agree with, or commit to, any person Person to do any of the things described in clauses (i) through (xvxvii) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. (a) From the date hereof until to and including the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to shall conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractices and standards, and (d) Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (i) Increase Permit the Branches to engage or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result participate in any material increase in liability for Purchaser; (iii) (A) Transfer transaction or incur or sustain any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, material obligation except in the ordinary course of business in accordance with existing personnel policies and practices of SellerBranch business; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiii) Offer interest rates or terms on any category of Deposits at any Branch the Branches which are not determined in a manner inconsistent consistent with Seller’s past practice orand procedure and which, without limiting in any event, are materially either over or under what would be considered market rates (i.e., rates generally offered by similarly situated banks in the generality municipalities and immediately surrounding areas of the foregoing, accept any brokered deposits Branches) at the Branchestime of the offer; (viiiiii) Transfer Commence any new interest rate promotions with respect to any category of Deposits at the Branches without providing ten (10) calendar days’ prior written notice thereof to Purchaser; (iv) Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ixv) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except Except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sellbusiness, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practiceAsset; (xiivi) Make or agree to make any material improvements Improvements to the Owned Real Property Branches or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of businessReal Property; (xiiivii) Close, sell, consolidate, relocate Terminate the operations of the Branches or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branchthe Branches, except as contemplated in Section 4.12; (xivviii) AmendEnter into any commitment, terminate agreement, understanding or extend in any material respect any Branch Lease other arrangements to transfer, assign, encumber or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part otherwise dispose of the Assets or the Assumed LiabilitiesBranches, except in a manner consistent with Seller’s obligations under this Agreement; or (xviix) Agree withTransfer any employee employed at one of the Owned Branches to any other branch of Seller, nor will Seller permit any employee of one of the Owned Branches to post for positions outside such Owned Branch, nor will Seller grant any increase in the salary or commit to, any person to do wages of any of the things described in clauses employees of the Owned Branches other than normal increases at times and amounts consistent with Seller’s past practices. (ib) through (xv) except as contemplated herebyBetween the date of this Agreement and the Closing Date, Seller shall not, and shall cause its officers, directors, agents and employees not to, take any action that is intended to induce, or is reasonably likely to induce, the transfer of banking business from the Branches.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule or (ii) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated herebylaw, Seller (a) willshall, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships with depositorsdepositors and Obligors of the Loans, (b) will shall use reasonable efforts to maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of shall operate the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%)practice; (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which that is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than on an “as needed” basis to fill a vacancy in the ordinary course of businessbusiness consistent with past practice; (iv) Hire any employee for any of the Branches other than to fill a vacancy in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance consistent with existing personnel policies and practices of Sellerpast practice; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including general deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchespractice; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereofpast practice; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Parking Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvxvi) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and preserve job-posting in the Assets and Assumed Liabilities in all material respects Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practicepractice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (db) Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (i) Increase or agree to increase the salary salary, remuneration or wage rate and incentive opportunity compensation of any Branch EmployeeEmployee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than normal salary in accordance with Seller's existing customary policies generally applicable to employees having similar rank or wage increases duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business consistent with past practice (however, such increases shallwhich bonuses, in no any event, increase shall be the aggregate cash compensation for responsibility of Seller); or, except at the request of such Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) EstablishEmployee, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer transfer any Branch Employee to another branchbranch or office, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessAffiliates; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiii) Offer interest rates or terms on any category of Deposits deposits at any a Branch except as determined in a manner inconsistent consistent with Seller’s past 's practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Brancheswith respect to its branches which are not being sold; (viiiiii) Transfer to or from any Branch to or from any of Seller’s 's other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies or as existed on contemplated in this Agreement, or (B) upon the date hereofunsolicited request of a depositor or customer; (xiiv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practiceand in an immaterial aggregate amount; PROVIDED, HOWEVER, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (xiiv) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance maintenance, repair or refurbishing purchased or made in the ordinary course of business; (xiiivi) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (xivvii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Tenant Personal Property Lease; providedPROVIDED, howeverHOWEVER, Seller may extend any Branch Lease, Tenant Lease or Tenant Lease ifPersonal Property Lease, in its reasonable business judgmentjudgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated herebyoperation.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, (d) maintain the Loans and Deposits at their current designated branches except as otherwise expressly provided herein, and (de) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 105%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessbusiness and consistent with past practice; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a LoanLoan or (C) movements of Records and cash on hand in the ordinary course of business consistent with Seller’s past practices; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any the Branch Lease or Tenant Lease; provided, however, Seller may extend any the Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer Manager or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) from the Non-Transferred Branch to any other Branch, (B) pursuant to an unsolicited customer request or (BC) if such Deposit is pledged as security for a loan or other obligation that is not a Loanloan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8[RESERVED]; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof[RESERVED]; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except (A) from the Non-Transferred Branch to any other Branch or (B) in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch, except for the Non-Transferred Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, (d) maintain the Loans and Deposits at their current designated Branches except as otherwise expressly provided herein, and (de) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Included Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Included Employees by more than 33.0% on an annualized basis or for any individual Branch Included Employee by more than 105.0%); (ii) Establish, adopt, enter into into, terminate or amend any plan, agreement or arrangement that provides incentive compensation, severance pay, change in control, bonus or commissions exclusively or other Benefit Plan for the benefit of the Branch Included Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Included Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch an Included Employee to any Branch other than in the ordinary course of businessbusiness and consistent with past practice; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Included Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) belowbelow and in no event establish or price (A) certificates of deposit at rates higher than the federal funds rate plus 45 bps or for a term greater than 13 months or (B) money market rates higher than the federal funds rate plus 40 bps or guaranteed for greater than 90 days; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer any item of Personal Property set forth on Exhibit 2.3(d) from its current designated Branch or transfer to or from any Branch to or from any of Seller’s other operations or branches any material other Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a LoanLoan or (C) movements of Records and cash on hand in the ordinary course of business consistent with Seller’s past practices; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any the Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; (xvi) Make any amendment to any Tax returns, or any election made, any accounting method or fiscal year adopted, or any position taken in any Tax returns with respect to the Assets, the Assumed Liabilities or the operation of the Branches that is inconsistent with any such election, accounting method, fiscal year or position previously made, adopted or taken with respect to such returns; or (xvixvii) Agree with, or commit to, any person Person to do any of the things described in clauses (i) through (xvxvi) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice practice; (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 107.5%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessbusiness and consistent with past practice; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may may, with Purchaser’s consent (such consent not to be unreasonably withheld, conditioned or delayed), extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; (xvi) Knowingly take, or knowingly permit its Affiliates to take, any action with the intent to impair Purchaser’s rights in any Deposit or Asset; or (xvixvii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvxvi) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) except as set forth in Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated otherwise expressly provided hereby, Seller (a) will, with respect to the BranchesOffice, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships with depositorsdepositors and borrowers, (b) will maintain the Branches Office in their its current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its commercially reasonable efforts to conduct the business of the Branches Office and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):of (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch the Office other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch Office as of the date hereof), subject to the limitation in (viiii) below; (viiii) Offer interest rates or terms on any category of Deposits at any Branch the Office in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchespractice; (viiiiii) Introduce new products or market promotions at the Office other than market promotions in the ordinary course of business consistent with Seller’s past practices; provided, however, that in no event shall Seller offer any “teaser” interest rates in the course of introducing any new market promotion permitted under this Section 7.1(iii); (iv) Transfer to or from any Branch the Office to or from any of Seller’s other operations or branches Office any material Assets Assets, the Real Property or any Deposits, Deposits (except (A) pursuant to an unsolicited customer request or (B) if where it would be customary banking practice to honor such Deposit is pledged as security for a loan or other obligation that is not a Loanrequest); (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xiv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets Assets, the Real Property, or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xiivi) Make or agree to make any individual capital expenditure in respect of the Assets, the Real Property, or the Assumed Liabilities in excess of $5,000; provided that with respect to any written request for Purchaser’s consent for proposed capital expenditures that Seller deems to be for “emergency purposes,” Purchaser shall respond within forty-eight (48) hours; (vii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiiviii) Close, sell, consolidate, consolidate or relocate or materially alter any Branch the Office or otherwise file any application or give any notice to relocate or close any Branchthe Office; (xivix) AmendKnowingly take any action that would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain the Regulatory Approvals, terminate (B) adversely affect the ability of any party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the condition set forth in Section 9.1(c) or extend (D) result in any material respect any Branch Lease of the covenants or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary conditions to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Leasetransactions contemplated hereby not being materially satisfied; (xvx) ReleaseExcept as permitted by this Section 7.1, compromise knowingly take, or waive knowingly permit its Affiliates to take, any action impairing in a material claim respect Purchaser’s rights or right that is part obligations in respect of the Assets any Deposit or the Assumed LiabilitiesLiability; or (xvixi) Agree Solicit, agree with, or commit to, any person Person to do any of the things described in clauses (i) through (xv) x), except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as specifically contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practicepractice and prior to the thirtieth (30th) day before the Closing Date; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Add any Personal Property to any of the Branches except as necessary to operate in the ordinary course of business; (xiv) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xivxv) Amend, terminate or extend in any material respect any Branch Lease Lease, or Tenant Lease; provided, however, Seller may may, in consultation with Purchaser, extend any Branch Lease or Tenant Lease if, in its Seller’s reasonable business judgment, after reasonable consultation with Purchaser, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease or Tenant Lease; (xvxvi) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvixvii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvxvi) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), or in any way materially inconsistent with Deposit pricing approaches across Seller’s branch network generally taking into account generally prevailing market-specific conditions, subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositorsdepositors and customers related to the Loans, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessbusiness and consistent with past practices; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. (a) From the date hereof until to and including the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to shall conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractices and standards, and (d) Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (i) Increase Permit the Branches to engage or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result participate in any material increase in liability for Purchaser; (iii) (A) Transfer transaction or incur or sustain any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, material obligation except in the ordinary course of business in accordance with existing personnel policies and practices of SellerBranch business; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiii) Offer interest rates or terms on any category of Deposits at any Branch which are not determined in a manner inconsistent consistent with Seller’s past practice orand procedure and which, without limiting in any event, are materially either over or under what would be considered market rates (i.e., rates generally offered by similarly situated banks in the generality municipalities and immediately surrounding areas of the foregoing, accept any brokered deposits Branches) at the Branchestime of the offer; (viiiiii) Transfer Commence any new interest rate promotions with respect to any category of Deposits without providing ten (10) calendar days’ prior written notice thereof to Purchaser; (iv) Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller’s other operations or branches any material Assets or any Assumed Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ixv) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except Except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sellbusiness, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practiceAsset; (xiivi) Make or agree to make any material improvements Improvements to the Owned Real Property Branches or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of businessReal Property; (xiiivii) Close, sell, consolidate, relocate Terminate or materially alter amend any Branch terms of the Real Property Leases; (viii) Terminate the operations of the Branches or otherwise file any application or give any notice to relocate or close any Branchthe Branches; (xivix) AmendEnter into any commitment, terminate agreement, understanding or extend in any material respect any Branch Lease other arrangements to transfer, assign, encumber or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part otherwise dispose of the Assets or the Assumed LiabilitiesBranches, except in a manner consistent with Seller’s obligations under this Agreement; or (xvix) Agree withTransfer any employee employed at one of the Branches to any other branch of Seller, nor will Seller permit any employee of one of the Branches to post for positions outside such Branch, nor will Seller grant any increase in the salary or commit to, any person to do wages of any of the things described in clauses employees of the Branches other than normal increases at times and amounts consistent with Seller’s past practices. (ib) through Between the date of this Agreement and the Closing Date, Seller shall not, and shall cause its officers, directors, agents and employees not to, take any action that is intended to induce, or is reasonably likely to induce, the transfer of banking business from the Branches. (xvc) except as contemplated herebySeller shall not, without the prior written consent of Purchaser, modify or waive the terms of any Purchased Loan, or take or fail to take any action that would entitle any borrower, other obligor or guarantor under any Purchased Loan to assert successfully any claim against Seller or Purchaser (including without limitation any right not to repay any such obligation or any part thereof).

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller will (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice (except, as agreed to by the parties, to revise interest rates or terms of Deposits as a result of then-current market conditions) or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) enter into any contract in connection with the Branches or the Assets that involves the payment of more than $10,000 per annum, unless such contract may be terminated on 60 days or less notice without cause or penalty; (x) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (xxi) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xixii) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xiixiii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiixiv) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xivxv) Amendwith regard to the Branches, terminate introduce material new products or extend market promotions other than market promotions in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable the ordinary course of business judgment, Seller determines such extension is necessary and products and promotions already scheduled to deliver be introduced as of the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Leasedate hereof; (xvxvi) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvixvii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvxvi) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (ia) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (b) as may be required by a Regulatory Authority or applicable law or (iic) as contemplated hereby, Seller (av) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositorsdepositors and Obligors, (bw) will maintain the Branches in their current condition, ordinary wear and tear excepted, (cx) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, (y) maintain the Loans and Deposits at their current designated branches except as otherwise expressly provided herein, and (dz) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Included Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%)practice; (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Included Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Included Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch an Included Employee to any Branch other than in the ordinary course of businessbusiness and consistent with past practice; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Included Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a LoanLoan or (C) movements of Records and Cash on Hand in the ordinary course of business consistent with Seller’s past practices; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any the Branch Lease or Tenant Lease; provided, however, Seller may extend any the Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as specifically contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a an Owned Real Property or Additional Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch Owned Real Property or the Additional Branches other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practicepractice and prior to the 30th day before the Closing Date; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any BranchBranch that is an Owned Real Property; (xiv) Amend, terminate or extend in any material respect any Branch Tenant Lease or Tenant the Acquired ATM Lease; provided, however, Seller may may, in consultation with Purchaser, extend any Branch Tenant Lease or Tenant the Acquired ATM Lease if, in its Seller’s reasonable business judgment, after reasonable consultation with Purchaser, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Tenant Lease or the Acquired ATM Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvixv) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositorsdepositors and with the obligors of Loans, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability other than retention bonuses for Purchaserwhich Seller is liable; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the a Branch or that is attributed to the a Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. (a) From the date hereof until to and including the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to shall conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractices and standards, and (d) Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch which are not determined in a manner inconsistent consistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchesand procedure; (viiiii) Transfer Commence any new interest rate promotions with respect to any category of Deposits without providing ten (10) calendar days’ prior written notice thereof to Purchaser; (iii) Change the fees charged for banking services at the Branches except in the ordinary course of business consistent with past practice; (iv) Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller’s other operations or branches any material Assets or any Assumed Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ixv) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except Except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sellbusiness, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practiceAsset; (xiivi) Make or agree to make any material improvements Improvements to the Owned Real Property Branches or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of businessReal Property; (xiiivii) Close, sell, consolidate, relocate Terminate or materially alter amend any Branch terms of the Real Property Leases; (viii) Terminate the operations of the Branches or otherwise file any application or give any notice to relocate relocate, consolidate or close any Branchthe Branches; (xivix) AmendEnter into any commitment, terminate agreement, understanding or extend in any material respect any Branch Lease other arrangements to transfer, assign, encumber or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part otherwise dispose of the Assets or the Assumed LiabilitiesBranches, except in a manner consistent with Seller’s obligations under this Agreement; or (xvix) Agree withTransfer any employee employed at one of the Branches to any other branch of Seller (except to the extent reasonably necessary to conduct the business of the Branches in the ordinary and usual course) or transfer any employee employed at any other branch of Seller to one of the Branches, nor will Seller permit any employee of one of the Branches to post for positions outside such Branch, nor will Seller grant any increase in the salary or commit to, any person to do wages of any of the things described in clauses employees of the Branches other than normal increases at times and amounts consistent with Seller’s past practices. (ib) through Seller shall not, without the prior written consent of Purchaser, modify or waive the terms of any Purchased Loan, or take or fail to take any action that would entitle any borrower, other obligor or guarantor under any Purchased Loan to assert successfully any claim against Seller or Purchaser (xv) except as contemplated herebyincluding without limitation any right not to repay any such obligation or any part thereof).

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Section 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, and continue the construction at the Pearl River, Louisiana Branch in accordance with the construction plan previously made available to Purchaser, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or and for any individual Branch Employee by more than 105%); (ii) Establishestablish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessBranch; (iv) Hire hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s 's past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s 's past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer transfer to or from any Branch to or from any of Seller’s 's other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amendamend, modify or extend any Loan, except (a) in the ordinary course of business consistent with Seller's approved lending policies, (b) as required by law or the terms of any Loan Document or (c) in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sellsell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xiixi) Make make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiixii) Closeclose, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xivxiii) Amendamend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xvxiv) Releaserelease, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvixv) Agree agree with, or commit to, any person to do any of the things described in clauses (i) through (xvxiv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law law, or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to shall conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, practice and (db) shall not, without the prior written consent of Purchaser (such Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed):: (i) Increase Solicit any Branch Employee to transfer to or post for positions at any other branch or office of Seller or its Affiliates or increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, Employee other than normal salary in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or wage increases duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than payment of regular bonuses in the ordinary course of business consistent with past practice (however, such increases shallwhich bonuses, in no any event, increase shall be the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%responsibility of Seller); (ii) Establish, adoptor, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business, consistent with past practice, transfer any Branch Employee to another branch or office of Seller or any of its Affiliates; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiii) Offer interest rates or terms on any category of Deposits deposits at any a Branch except as determined in a manner inconsistent materially consistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Brancheswith respect to its branches which are not being sold; (viiiiii) Transfer to or from any Branch to or from any of Seller’s or its Affiliates’ other operations or branches any material Assets or any Deposits, except (A) pursuant to an in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited customer request of a depositor or customer, or (BC) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xiiv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xiiv) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except with respect to commitments for such improvements made on or before the date of this Agreement as set forth on Schedule 7.1(v) and normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiivi) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file File any application or give any notice to relocate or close any Branch or relocat or close any Branch; (xivvii) Amend, terminate or extend in any material respect any the Xxxxx Branch Lease or Tenant Lease; provided, however, Seller may extend any shall provide notice to the lessor under the Xxxxx Branch Lease no earlier than March 23, 2009 or Tenant Lease iflater than March 30, in 2009 that Seller intends to exercise its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right option to extend the Xxxxx Branch Lease for an additional three (3) year period, which term of a shall run from October 1, 2009 through September 30, 2012, pursuant to the terms set forth in the Xxxxx Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xviviii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvvii) except as contemplated hereby.

Activity in the Ordinary Course. From (a) During the period from the date hereof until to the Closing Date, subject to compliance with the Cease and Desist Order, except (i) as may be required by a Regulatory Authority set forth on Schedule 7.1 or applicable law or (ii) as contemplated hereby, Seller Seller: (ai) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its banking business relationship with depositors, customers and others having banking business relationships with depositors, it and whose accounts will be retained at the Branches; (bii) will maintain the Branches in their current condition, ordinary wear and tear excepted, ; and (ciii) use Commercially Reasonable Efforts to will conduct the banking business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice. (b) Also, and (d) shall until the Closing Date, Seller will not, without the prior written consent of Purchaser (such Purchaser, which consent shall not to be unreasonably withheld, conditioned withheld or delayed):; (i) Increase or agree to increase the salary salary, remuneration or wage rate and incentive opportunity compensation of any Branch Employee, Employee other than normal salary in accordance with Seller’s existing policies generally applicable to employees having similar rank or wage increases duties in amounts consistent with past practice (however, any such increase shall in no event increase cash compensation for any Branch Employee by more than 5% of his or her then existing compensation), or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses pursuant to previously existing bonus plans granted at such times and in amounts in the ordinary course of business consistent with past practice (however, such increases shallwhich bonuses, in no any event, increase shall be the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%responsibility of Seller);, or (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility branch or office of Seller or any of their respective Affiliates which is not a Branchits Affiliates, or (B) transfer except for any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than who does not receive or accept an offer of employment from Purchaser in the ordinary course of businessaccordance with Section 8.4; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiiii) Offer interest rates or terms on any category of Deposits deposits at any a Branch other than rates and terms determined in a manner not materially inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Brancheswith respect to its branches which are not being sold; (viiiiv) Transfer to or from any Branch to or from any of Seller’s other operations or branches or those of its Affiliates any material Assets or any Deposits, except (A) pursuant to an upon the unsolicited customer request of a depositor or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loancustomer; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xiv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing (other than use of Cash on the date hereof, except Hand in the ordinary course of business consistent with past practice), Deposits or Liabilities existing on the date hereof; (xiivi) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseShoregate Building, except with respect to commitments for such made on or before the date of this Agreement and normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiivii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (xivviii) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Shoregate Ground Lease; (xvix) ReleaseExcept as permitted by this Section 7.1, compromise knowingly take, or waive knowingly permit its Affiliates to take, any material claim action impairing Purchaser’s rights in any Deposit or right that is part of the Assets or the Assumed Liabilities; orAsset; (xvix) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvx) except as contemplated hereby; (xi) Offer any new overdraft protection loans for any existing or new account.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller will use its commercially reasonable efforts to (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositorsdepositors of the Deposits, and (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice; provided, however, that Seller shall cease soliciting, marketing or accepting applications for new Deposit accounts and take all other actions necessary to sell the Deposits and/or as may be required by a Governmental Authority or applicable Law. Only to the extent it is consistent with the previous sentence, Seller shall make a good faith effort to not, from the date hereof until the Closing Date, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including or make any material changes to deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiii) Offer interest rates Introduce new products or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s market promotions other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except than market promotions in the ordinary course of business consistent with Seller’s approved lending policies as existed on past practices; provided, however, that in no event shall Seller offer any “teaser” interest rates in the date hereofcourse of introducing any new market promotion permitted under this Section 7.2(ii); (xiiii) Transfer any material Deposits (except pursuant to an unsolicited customer request where it would be customary banking practice to honor such request); (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xiiv) Make Knowingly take any action that would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain the Regulatory Approvals, (B) adversely affect the ability of any party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the condition set forth in Section 9.1(c) or agree to make (D) result in any material improvements of the covenants or conditions to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of businessP&A Transaction not being materially satisfied; (xiiivi) CloseExcept as permitted by this Section 7.2, sellknowingly take, consolidateor knowingly permit its Affiliates to take, relocate any action impairing in a material respect Purchaser’s rights or materially alter obligations in respect of any Branch Deposit or otherwise file any application or give any notice to relocate or close any BranchAssumed Liability; (xivvii) Amend, terminate Waive or extend in reimburse any material respect any Branch Lease early termination penalty or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilitiesfee; or (xviviii) Agree Solicit, agree with, or commit to, any person Person to do any of the things described in clauses (iSection 7.2(i) through (xvvii) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or law, (ii) as contemplated herebyset forth in Section 7.1 of the Seller Disclosure Schedule, or (iii) as specifically provided in this Agreement, Seller (a) will, with respect to the BranchesBranch, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships relationship with depositors, customers and others having business relationships with Seller and whose accounts will be retained at the Branch; (b) will underwrite and administer the Loans in the ordinary course of its business in accordance with its customary practices and applicable laws and regulations; (c) will maintain the Branches Branch in their its current condition, ordinary wear and tear excepted, ; and (cd) use Commercially Reasonable Efforts to will conduct the business of the Branches Branch and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice. In addition, and (d) Seller shall not, without the prior written consent of Purchaser (such Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed):: (i) Increase or agree to increase the salary salary, remuneration or wage rate and incentive opportunity compensation of any employee at any Branch Employee, other than normal salary in accordance with Seller’s existing compensation policies generally applicable to employees having similar rank or wage increases duties (however, any such increase shall in no event increase cash compensation for any employee at the Branch by more than 5% of his or her then existing compensation) or as required by contractual commitments outstanding on the date hereof, or pay or agree to pay any uncommitted bonus to any employee at any Branch other than regular bonuses granted in the ordinary course of Seller’s business consistent with past practice (however, such increases shallwhich bonuses, in no any event, increase shall be the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%responsibility of Seller); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility branch or office of Seller or any of their respective Affiliates which is not a Branch, or Affiliates; (Biii) transfer Hire any employee of Seller or any of its Affiliates who, as of for the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; levels provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (viv) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (viv) Establish or price Deposits at any Branch the Branch, other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such the Branch as of and the date hereof)Other Branches, subject to the limitation in (viivi) below; (viivi) Offer interest rates or terms on any category of Deposits at any the Branch in a manner inconsistent with Seller’s past practice or, with respect to the Branch and the Other Branches (including with Seller’s exception policy set forth in Schedule 7.1(vi) of the Seller Disclosure Schedule) or without limiting the generality of the foregoing, foregoing accept any brokered deposits at the BranchesBranch; (viiivii) Transfer to or from any the Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an upon the unsolicited customer request of a depositor or customer, or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ixviii) Amend, modify or extend any Loan, including Additional Loans, except in the manner provided in Section 7.87.8 hereof; (xix) Originate any loan at the Branch or that is attributed to the Branch, except (A) at prevailing market terms or (B) in the ordinary course of business consistent with Seller’s approved lending policies polices as existed on the date hereof; (x) Issue any letter of credit in favor of a customer of the Branch or amend, extend or renew any Letters of Credit or Letter of Credit Security Agreement; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing (other than the use of Cash on the date hereof, except Hand in the ordinary course of business consistent with past practice), Deposits or Liabilities existing on the date hereof; (xii) Except pursuant to the unsolicited request of the applicable Obligor, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any Loan; (xiii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a the Branch Lease, except with respect to commitments for such made on or before the date of this Agreement and normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiixiv) Close, sell, consolidate, relocate or materially alter any the Branch or otherwise file any application or give any notice to relocate or close any the Branch; (xivxv) Amend, terminate terminate, replace, renew, modify or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xvxvi) Release, compromise or waive any material claim or right that is part of the Assets or Liabilities; (xvii) Except as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action (A) impairing Purchaser’s rights in any Deposit or Asset, (B) impairing in any way the Assumed Liabilitiesability of Purchaser to collect upon any Loan, or (C) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has with respect to any Loan; (xviii) Take any action which, or omit to take any action if not taken, would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain Regulatory Approvals, (B) adversely affect the ability of any party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the condition set forth in Section 9.1(c) or (D) result in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied; or (xvixix) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvxviii) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, (d) maintain the Loans and Deposits at their current designated Branch except as otherwise expressly provided herein, and (de) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 105%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a BranchAffiliates, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessBranches; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch Branches other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch the Branches as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch Branches to or from any of Seller’s other operations or branches Branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a LoanLoan or (C) movements of Records and cash on hand in the ordinary course of business consistent with Seller’s past practices; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch Branches or that is attributed to the BranchBranches, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) CloseExcept for the closing and/or consolidation of the Osprey Branch, close, sell, consolidate, relocate or materially alter any Branch the Branches or otherwise file any application or give any notice to relocate or close any Branchthe Branches; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvixv) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required in connection with the Merger or Bank Merger, (iii) as may be required by a Regulatory Authority or applicable law or (iiiv) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships with depositors, (b) will use reasonable efforts to maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its commercially reasonable efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractice and in a manner consistent with the requirements of Seller’s agreement with the DOJ, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser, other than any adoption or amendment of any such plan, agreement or arrangement that applies uniformly to Branch Employees and employees of Seller; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except (a) in the ordinary course of business, (b) as required by law or the terms of any Loan Document or (c) in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereofpolicies; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, that Seller shall consult with Purchaser prior to the hire of hiring any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer branch manager or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loanobligation; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8[RESERVED]; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof[RESERVED]; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect the Parking License or any Branch Lease or Tenant Lease; provided, however, Seller may may, in consultation with Purchaser, extend the Parking License or any Branch Lease or Tenant Lease if, in its Seller’s reasonable business judgment, after consultation with Purchaser, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch the Parking License or any Tenant Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to the type of position filled and the compensation and benefit levels; provided, however, provided that Seller shall consult with Purchaser prior to the hire of hiring any individual employed as for a Branch Manager, commercial loan officer, mortgage lending officer branch manager or in any other managerial capacityposition; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships generally with Branch Employees and depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees Employees, other than in the ordinary course of business pursuant to actions that apply uniformly to similarly situated other employees of Seller and its Affiliates and that would not result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessBranch; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request where it would be customary banking practice to honor such request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies polices as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, manage, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule or (ii) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated herebylaw, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships with depositorsdepositors and Obligors of the Loans, (b) will use reasonable efforts to maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of will operate the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%)practice; (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which that is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than on an “as needed” basis to fill a vacancy in the ordinary course of businessbusiness consistent with past practice; (iv) Hire any employee for any of the Branches other than to fill a vacancy in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance consistent with existing personnel policies and practices of Sellerpast practice; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including general deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchespractice; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereofpast practice; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvixv) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by the Merger Agreement or this Agreement (iii) as may be required by a Regulatory Authority or applicable law or (iiiv) as contemplated herebyhereby (including Section 7.8), Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositorsdepositors and Obligors of the Loans, (b) will use reasonable best efforts to maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of will operate the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractice and in a manner consistent with the requirements of Seller’s agreement with the DOJ, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 33.5% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than on an as needed basis to fill a vacancy in the ordinary course of businessbusiness consistent with past practice; (iv) Hire any employee for any of the Branches other than to fill a vacancy in the ordinary course of business and consistent with past practices, including with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacitybenefits level; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including general deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchespractice; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan, or (C) in accordance with Section 5.8 or 5.11 of the Seller Disclosure Schedule; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereofpast practice; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may shall extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date of this Agreement (or, with respect to any Transferred Loan that becomes a Transferred Loan after the date hereof pursuant to replacement as contemplated in the definition thereof, from the date of such replacement) until the Closing Date, except (i) as may be required by a Regulatory Authority otherwise expressly contemplated hereby or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such which consent shall not to be unreasonably withheld, conditioned or delayed):): (x) Seller shall (1) conduct the business of the Branches, in all material respects, in the usual, regular and ordinary course consistent with past practice and existing banking and operating policies and (2) take no action which would materially and adversely affect or delay the ability of any party hereto to obtain the Regulatory Approvals or to perform its covenants and agreements under this Agreement; and (y) Seller shall not: (i) (A) Increase or agree to increase the salary salary, remuneration, compensation or wage rate and incentive opportunity benefits of any Branch Employee, Employee other than normal salary (i) as required by contractual commitments outstanding on the date hereof and disclosed in Section 7.1(i) of the Seller Disclosure Schedule or wage increases under any Employee Plans as in effect on the date hereof or (ii) in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any bonus to any Branch Employee other than regular annual cash bonuses or other performance-based commissions or bonuses granted in the ordinary course of Seller’s business consistent with past practice (howeverpractice, such increases shallor, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices practice, transfer any Branch Employee (including deposit pricing policies other than any Branch Employees who do not become Transferred Employees) to another branch or office of Seller or any of its Affiliates, other than temporary assignments of a fill-in effect for such Branch as nature in the ordinary course of the date hereof)business consistent with past practice, subject which assignments will be completed prior to the limitation Closing Date or (B) adopt, enter into, amend or terminate any Employee Plan in (vii) below;any manner that would result in any material additional liability to Purchaser or any of its Affiliates. (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viiiii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Acquired Assets or any Deposits, except (A) pursuant to an in the ordinary course of business consistent with past practice, (B) upon the unsolicited request of a depositor or customer request or (BC) if such Deposit is pledged as security for a loan or other obligation that is not a Transferred Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xiiii) Sell, transfer, license, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Acquired Assets or Deposits existing on the date hereof, any interest therein except in the ordinary course of business consistent with past practice; (xiiiv) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except with respect to commitments for such improvements made on or before the date of this Agreement, as set forth in Section 7.1(iv) of the Seller Disclosure Schedule, and normal maintenance or refurbishing purchased or made in the ordinary course of businessbusiness consistent with past practice; (xiiiv) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (xivvi) Amend, terminate or extend Amend in any material respect any Branch Lease respect, or Tenant Lease; provided, however, terminate or (except as provided in Section 7.1(vi) of the Seller may Disclosure Schedule) extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xvvii) ReleaseExcept as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action (A) materially impairing Purchaser’s rights in any Deposit or Acquired Asset (other than a Transferred Loan or Reimbursement Obligation), or (B) materially impairing the ability of Purchaser to collect upon any Transferred Loan or Reimbursement Obligation; (viii) Fail to maintain loan underwriting, origination, acquisition, sale, servicing or review policies or other material banking or operating policies in all material respects in accordance with such policies in effect at other branches of Seller in the State of Florida; (ix) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect from time to time at the other branches of Seller located in Xxxxxx County, Florida (or in a manner more favorable, from the perspective of the depositor, than is specified in such policies), subject to the restrictions on the effective yields on deposits as described in 12 CFR 337.6 imposed on Seller in the Consent Order; (x) Except as required by Law or the terms of the applicable Loan Documents, (A) release any collateral or any party from any liability on or with respect to such Transferred Loan, (B) compromise or settle any material claims of any kind or character with respect to such Transferred Loan or (C) amend or waive any of the material claim rights or right other terms of such Transferred Loan as set forth in the applicable Loan Document; (xi) Take any action that is part intended or may reasonably be expected to result in any of the Assets conditions set forth in Section 9.1 not being satisfied or in a material violation of any provision of this Agreement; (xii) Enter into, amend or terminate any Assumed Contract other than in the Assumed Liabilitiesordinary course of business consistent with past practice; or (xvixiii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated herebyxii).

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required in connection with the Merger or Bank Merger, (iii) as may be required by a Regulatory Authority or applicable law or (iiiv) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships with depositors, (b) will use reasonable efforts to maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its commercially reasonable efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractice and in a manner consistent with the requirements of Seller’s agreement with the DOJ, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser, other than any adoption or amendment of any such plan, agreement or arrangement that applies uniformly to Branch Employees and employees of Seller; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except (a) in the ordinary course of business, (b) as required by law or the terms of any Loan Document or (c) in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereofpolicies; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or; (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby; (xvii) Enter, and shall not cause or permit any of its respective directors, officers, employees, agents or other representatives directly or indirectly to enter, into any discussions, negotiations or agreements with, or provide information to, any person, entity or group other than Purchaser relating to any proposal or offer for or inquiry about any transaction involving the sale of the Branches, assumption of the Assumed Liabilities, or sale of the Assets.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.87.9; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch an ATM Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch ATM Lease or Tenant Lease; providedprovided that Seller may, howeverin consultation with Purchaser, Seller may extend any Branch Lease ATM Lease, or Tenant Lease if, in its Seller’s reasonable business judgment, after reasonable consultation with Purchaser, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch an ATM Lease or Tenant Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof hereof, and until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to shall conduct the business of the Branches Branch to be transferred at the Closing Date in the ordinary and preserve usual course following the Assets same practices and standards, including, without limitation, collection practices, as they have been consistently applied since January 1, 2003, with the understanding that Seller is currently winding up the affairs of the Branch and is not accepting new depositors or making new loans. Seller will not enter into any material transaction with respect to any of the Assets, Liabilities or Assumed Contracts or make any material commitment with respect to the Assets, Liabilities in all material respects or Assumed Contracts except in the ordinary and usual course of business consistent with past practicepractice or as otherwise required by this Agreement. From the date hereof and until the Closing Date, and (d) Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (ia) Permit the Branch to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of Branch business; (b) Increase or agree to increase the salary salary, remuneration or wage rate and incentive opportunity compensation of persons employed at the Branch (or make any Branch Employee, material increase or decrease in the number of such persons or transfer such persons to or from the Branch) other than normal salary in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or wage increases duties, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of Seller’s business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viic) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the BranchesBranch which are not consistent with past practice except as may be deemed appropriate by Seller in response to competitive developments in the local area of the Branch; (viiid) Transfer to Except in the ordinary course of business, or from any Branch as contemplated herein, transfer to or from any of Seller’s other operations or branches Branches any material Assets or any Deposits, except (A) pursuant to an unsolicited upon the request of a depositor or customer request or (B) in the ordinary course of business, if such Deposit deposit is pledged as security for a loan or other obligation that is not a LoanDeposit Related Loan or Other Loan if such Deposit will not be an Assumed Deposit; (ixe) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except Except in the ordinary course of business consistent with Seller’s approved lending policies as existed business, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or dispose of any of the Assets existing on the date hereof; (xif) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose (a “disposition”) of any of the Assets Deposit Related Loan or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice;Other Loan. (xiig) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseBranch, except with respect to commitments for such made on or before the date of this Agreement and normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiih) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file File any application or give any notice to relocate or close any the Branch; (xivi) AmendEnter into any commitment, terminate agreement, understanding or extend other arrangements to transfer, assign, encumber or otherwise dispose of the Branch; (j) Terminate the operations of the Branch; (k) Amend in any material respect any Branch the Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date except as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Leasepermitted under Section 4.12; (xvl) ReleaseExcept as permitted by this Section 7.1, compromise take, or waive permit its Affiliates to take, any action (i) impairing Purchaser’s rights in any Assumed Deposit or Asset, (ii) impairing in any way the ability of Purchaser to collect upon any Deposit-Related Loan or Other Loan or (iii) except in the ordinary course of servicing, waiving any material claim right, whether in equity or right at law, that is part of the Assets or the Assumed Liabilitiesit has with respect to any Deposit-Related Loan; or (xvim) Agree with, Transfer or commit to, any person to do any cause the movement of deposits from Seller’s branches or from the head office of Seller or an affiliate of the things described in clauses (i) through (xv) Seller to the Branch, except as contemplated herebyat the written request of the depositor or for deposits from a depository institution that is a banking office of Seller or Seller’s affiliates.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may will extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. From the date hereof until (a) Until the Closing Date, except (i) as may be required by a Regulatory Authority set forth on Schedule 7.1 or applicable law or (ii) as contemplated hereby, Seller : (ai) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its commercially reasonable efforts to preserve its business relationships relationship with depositors, customers and others having business relationships with its and whose accounts will be retained at the Branches; (bii) will underwrite and administer the Loans in the ordinary course of its business in accordance with its customary practices and applicable laws and regulations; (iii) will maintain the Branches in their current condition, ordinary wear and tear excepted, ; and (civ) use Commercially Reasonable Efforts to will conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice. (b) Also, and (d) shall until the Closing Date, Seller will not, without the prior written consent of Purchaser (such Purchaser, which consent shall not to be unreasonably withheld, conditioned withheld or delayed):; (i) Increase or agree to increase the salary salary, remuneration or wage rate and incentive opportunity compensation of any Branch Employee, Employee other than normal salary in accordance with Seller’s (or, prior to the Merger, Republic’s) existing policies generally applicable to employees having similar rank or wage increases duties in amounts consistent with past practice (however, any such increase shall in no event increase cash compensation for any Branch Employee by more than 5% of his or her then existing compensation), or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses pursuant to previously existing bonus plans granted at such times and in amounts in the ordinary course of business consistent with past practice (however, such increases shallwhich bonuses, in no any event, increase shall be the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%responsibility of Citizens);, or (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility branch or office of Seller Seller, Republic or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of businessAffiliates; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (viiiii) Offer interest rates or terms on any category of Deposits deposits at any a Branch other than rates and terms determined in a manner not materially inconsistent with SellerRepublic Bank’s past (and Seller post-Merger) practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Brancheswith respect to its branches which are not being sold; (viiiiv) Transfer to or from any Branch to or from any of SellerRepublic Bank’s other operations or branches or those of its Affiliates any material Assets or any Deposits, except (A) pursuant to an upon the unsolicited customer request of a depositor or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loancustomer; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xiv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing (other than use of Cash on the date hereof, except Hand in the ordinary course of business consistent with past practice), Deposits or Liabilities existing on the date hereof; (xiivi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any Loan; (vii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch LeaseProperty, except with respect to commitments for such made on or before the date of this Agreement and normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiiiviii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (xivix) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xvx) ReleaseExcept as permitted by this Section 7.1, compromise knowingly take, or waive knowingly permit its Affiliates to take, any action (A) impairing Purchaser’s rights in any Deposit or Asset, (B) impairing in any way the ability of Purchaser to collect upon any Loan, or (C) except in the ordinary course of servicing, waiving any material claim right, whether in equity or right at law, that is part of the Assets or the Assumed Liabilities; orit has with respect to any Loan; (xvixi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvx) except as contemplated hereby.

Activity in the Ordinary Course. From Seller hereby covenants and agrees that, between the date hereof of this Agreement and the Closing Date, unless Purchaser shall otherwise agree, the Business shall be conducted only in the ordinary course of business and in a manner consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Seller covenants and agrees that, except (i) as set forth in Seller Disclosure Schedules and other than as may be required by a Regulatory Authority or applicable law or (ii) as contemplated herebyApplicable Law, Seller (a) will, it shall not undertake with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business Business any of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, following without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned withheld or delayed): (ia) Increase alter or increase the present compensation or employee benefits of any of the Employees, authorize, guarantee or pay any bonuses or other special payments to any of such Employees (excluding any such bonuses or other payments required to be made pursuant to this Agreement or otherwise referenced on Section 3.9(g) of the Seller Disclosure Schedule), amend the current terms of any employee benefit plan of Seller applicable solely to the Employees or adopt any new plan or arrangement providing compensation or employee benefits applicable solely to the Employees, in each case except with respect to actions in the ordinary course consistent with past practice; (b) except with respect to Client Contracts and Intermediary Contracts as contemplated herein, modify or amend in any material respect, or terminate any Client Contract or Intermediary Contract to which Seller is a party or waive, release or assign any material rights or claims thereunder; (c) sell, offer to sell or make any other disposition of any of the Acquired Assets; (d) grant, or agree to increase grant, any Lien on any of the salary or wage rate and incentive opportunity of any Branch Employee, Acquired Assets; (e) other than normal salary in order to discharge Seller’s fiduciary obligations, make any material change in the overall investment strategy or wage increases mix of products of the Business; (f) enter into any contract, commitment or transaction related primarily to the operation of the Business not in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees other than as contemplated by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%)this Agreement; (iig) Establish, adopt, enter into or amend fail to maintain any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for Permit material to the benefit operation of the Branch Employees that would result in any material increase in liability for PurchaserBusiness; (iiih) (A) Transfer any Branch Employee agree or commit to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for take any of the Branches other than actions set forth in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; foregoing paragraphs (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (ia) through (xv) except g). Notwithstanding anything in this Section 5.1 to the contrary, from the date of this Agreement until the Closing Date, Seller and its Subsidiaries shall be permitted to take all actions as contemplated herebyare reasonably required to satisfy the closing conditions set forth in Article VI without the prior consent of Purchaser.

Activity in the Ordinary Course. From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iiiii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts its reasonable best efforts to conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practice, and (d) shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 105%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective its Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including including, with respect to the type of position filled and the compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Transfer to or from any Branch to or from any of Seller’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice; (xii) Make or agree to make any material improvements to the Owned Real Property or the leased property subject to a Branch Lease, except normal maintenance or refurbishing purchased or made in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Activity in the Ordinary Course. (a) From the date hereof until to and including the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to shall conduct the business of the Branches and preserve the Assets and Assumed Liabilities in all material respects in the ordinary and usual course of business consistent with past practicepractices and standards, and (d) Seller shall not, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):Purchaser: (i) Increase or agree to increase the salary or wage rate and incentive opportunity of any Branch Employee, other than normal salary or wage increases in the ordinary course of business consistent with past practice (however, such increases shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Branch Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch, facility or office of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of Deposits at any Branch which are not determined in a manner inconsistent consistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branchesand procedure; (viiiii) Transfer Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller’s other operations or branches any material Assets or any Assumed Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ixiii) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except Except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sellbusiness, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or otherwise dispose of any Asset; (iv) Make or agree to make any material Improvements to the Branches or the Real Property; (v) Terminate or amend any terms of the Real Property Leases or Assumed Contracts; (vi) Except as set forth on Schedule 6.1(a)(vi), terminate the operations of any of the Assets Branches or Deposits file any application to relocate or close any of the Branches; (vii) Enter into any commitment, agreement, understanding or other arrangements to transfer, assign, encumber or otherwise dispose of the Branches, except in a manner consistent with Seller’s obligations under this Agreement; (viii) Fail to use commercially reasonable efforts (which shall not include any stay or retention bonuses) to preserve and retain the customers and depositors of and employees at the Branches; (ix) Take any action, or fail to take any action, which action or failure to act could reasonably be expected to lead to or result in a Material Adverse Effect; (x) Change the fees charged for any existing on Deposit accounts or other banking services at the date hereofBranches in any material respect, except in the ordinary course of business and consistent with past practiceprevailing market terms; (xi) Fail to perform in all material respects all of its obligations under the Assumed Contracts; or (xii) Make or agree to make any material improvements Except to the Owned Real Property extent reasonably necessary to conduct Seller’s business at the Branches in the ordinary and usual course, (A) hire any new employees at any of the Branches, (B) transfer any employee employed at one of the Branches to any other branch of Seller that is not a Branch, (C) grant any increase in the salary or wages of any of the employees of the Branches, or (D) enter into any employment, bonus, severance or similar agreement, plan, or arrangement with any employees of the Branches; provided that Seller may grant normal increases in the salary or wages of, and may pay customary bonuses to, any of the employees of the Branches at times and in amounts consistent with Seller’s past practices, including without limitation, in accordance with Seller’s annual merit increase procedures. (b) Seller shall not materially amend, modify or extend any Purchased Loan, other than (i) as required by applicable Law or the leased property subject terms of the applicable Loan Document, (ii) to a Branch Leasethe extent consistent with prevailing market terms, except normal maintenance or refurbishing purchased or made (iii) in the ordinary course of business; (xiii) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch; (xiv) Amend, terminate or extend in any material respect any Branch Lease or Tenant Lease; provided, however, Seller may extend any Branch Lease or Tenant Lease if, in its reasonable business judgment, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.