Common use of Activity in the Ordinary Course Clause in Contracts

Activity in the Ordinary Course. Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated thereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice and (b) Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at any Branch other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties 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, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) 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) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to the householding methodology or (d) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (iii) 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 existing on the date hereof, except in the ordinary course of business consistent with past practice; (iv) Except pursuant to the 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; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, and normal maintenance or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM 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; (viii) 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 ability of Purchaser to collect upon any Loan or Reimbursement Obligation, 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 or Reimbursement Obligation; (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area of the Branches; or (xi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (x) except as contemplated hereby.

Activity in the Ordinary Course. Until (a) From the date hereof, to and including the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated thereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice practices and (b) standards, and Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at any Branch other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties 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, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch who do not become Transferred Employees) to another branch or office of Seller or Permit any of its Affiliates, other than temporary assignments of a fill-the Branches to engage or participate in nature any material transaction or incur or sustain any material obligation except in the ordinary course of business; (ii) Transfer Offer interest rates or terms on any category of deposits or loans at the Branches which are not determined in a manner consistent with past practice and procedure; (iii) 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) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to customer in the householding methodology ordinary course of business or (d) if such Deposit deposit is pledged as security for a loan or other similar obligation that is not a Loan; (iii) 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 existing on the date hereof, except in the ordinary course of business consistent with past practicean Asset; (iv) Except pursuant to in the request ordinary course of the applicable obligorbusiness, 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 LoanAsset; (v) Make or agree to make any material improvements to any of the Owned Branches or the Real Property, Property except with respect to commitments for such made on or before the date of this Agreement, as set forth in Agreement and disclosed on Schedule 7.1(v) of the Seller Disclosure Schedule, and 7.1 or normal maintenance or refurbishing purchased or made in the ordinary course of business; (vi) File Terminate the operations of any of the Branches or file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM 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; (viii) 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 ability of Purchaser to collect upon any Loan or Reimbursement Obligation, 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 or Reimbursement Obligation; (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (xvii) Fail Enter into any commitment, agreement, understanding or other arrangements to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area transfer, assign, encumber or otherwise dispose of the Branches, except in a manner consistent with Seller’s obligations under this Agreement; or (xiviii) Agree withExcept for those employees of the Branches listed on Schedule 1.2, transfer 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 employees of the Branches other than normal increases at times and amounts consistent with Seller’s past practices. (b) Between the date of this Agreement and the Closing Date, neither Seller nor Purchaser shall, and each shall cause its respective 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; provided, however, that nothing in clauses this paragraph shall (i) through limit the right of either party to advertise or market its products in the ordinary course of business or (xii) prohibit Purchaser from notifying customers of the Branches of its inability to provide certain services offered by Seller. (c) From the date hereof until twenty-four (24) months after (i) the Closing Date or (ii) the date of termination of this Agreement, whichever is applicable (the “Non-Solicitation Period”), Seller agrees that it will not solicit or hire any individual who is an employee of Purchaser at any of the Branches or at any branch of Purchaser within a twenty-five (25) mile radius of the Branches. Likewise, except as explicitly contemplated herebyhereby with respect to the Transferred Employees, Purchaser agrees that during the Non-Solicitation Period, Purchaser will not solicit for employment or hire any individual who is an employee of Seller at any branch of Seller within a twenty-five (25) mile radius of any of the Branches. The parties agree, however, that general recruiting advertisements not targeted specifically at the other’s employees shall not be considered a solicitation under this Section 7.1(c).

Activity in the Ordinary Course. Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule Section 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated therebyhereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice and (b) Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at any Branch other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties 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, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) 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) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to the householding methodology or (dC) if such Deposit is pledged as security for a loan or other obligation that is not a Loanof Seller; (iii) 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 existing on the date hereof, except in the ordinary course of business consistent with past practice; (iv) Except pursuant to the 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; (v) Make or agree to make any material improvements to the Owned Real PropertyBranches, except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(vSection 7.1(iv) of the Seller Disclosure Schedule, and normal maintenance or refurbishing purchased or made in the ordinary course of business; (viv) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viivi) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM LeaseTenant Sublease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM Lease Tenant Sublease 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; (viiivii) 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, , (Bviii) impairing in any way the ability of Purchaser to collect upon any Loan or Reimbursement Obligation, or (C) except in the ordinary course of servicing, waiving Make any material right, whether in equity or change to its customary policies for setting rates on deposits offered at law, that it has with respect to any Loan or Reimbursement Obligation; (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the , except as may be required by applicable general geographic area of the Brancheslaw; or (xiix) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xviii) except as contemplated hereby.

Activity in the Ordinary Course. Until (a) From the date hereof, and until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated thereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent in all material respects with past practice practices and (b) standards, and Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at permit any Branch other than to engage or participate in accordance with Seller’s existing customary policies generally applicable to employees having similar rank any material transaction or duties incur or as required by contractual commitments outstanding on the date hereof, or pay or agree to pay sustain any uncommitted bonus to any employee at any Branch other than regular bonuses granted material obligation except in the ordinary course of Sellersuch Branch’s business, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) Transfer offer interest rates or terms on any category of deposits or loans at any Branch that are not determined in a manner consistent with past practice and procedure and that are not reasonable within the current financial environment in the market area of the Branches; (iii) except as expressly provided in this Agreement, transfer to or from any Branch to or from any of Seller’s other operations or branches branches, any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to customer in the householding methodology ordinary course of business or (d) if such any Deposit is pledged as security for a loan or other similar obligation that is not a Loanan Asset; (iiiiv) Sellexcept in the ordinary course of business, sell, transfer, assign, encumber encumber, or otherwise dispose of or enter into any contract, agreement agreement, or understanding to sell, transfer, assign, encumber encumber, or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business consistent with past practice; (iv) Except pursuant to the 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 LoanAsset; (v) Make make or agree to make any material improvements to the Owned Branches or the Real Property, except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, and Agreement or normal maintenance or refurbishing purchased or made in the ordinary course of business; (vi) File any application terminate, renew, amend, extend or give any notice to relocate or close otherwise modify the Real Property Leases; (vii) terminate the operations of any Branch or file any application to relocate or close any Branch; (viiviii) Amendenter into any commitment, terminate agreement, understanding, or extend other arrangements to transfer, assign, encumber, or otherwise dispose of any Branch, except in a manner consistent with Seller’s obligations under this Agreement; or (ix) solicit any material respect current employee of Seller at any Branch Leaseto transfer to or post for positions at any other branch of Seller or grant any increase in the salary or wages of any of the Employees other than normal increases at times and amounts consistent with Seller’s past practices. (b) Between the date of this Agreement and the Closing Date, Tenant Lease neither Seller nor Purchaser shall, and each shall cause its respective officers, directors, agents, and employees not to, take any action that is intended to induce, or is reasonably likely to induce, the ATM Leasetransfer of banking business from any Branch; provided, however, Seller may extend any Branch Lease, Tenant Lease that nothing in this paragraph shall limit the right of either party to advertise or the ATM Lease if, in market 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; (viii) 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 ability of Purchaser to collect upon any Loan or Reimbursement Obligation, or (C) except products in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has with respect to any Loan or Reimbursement Obligation; (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area of the Branches; or (xi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (x) except as contemplated herebybusiness.

Activity in the Ordinary Course. Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated therebyhereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice and (b) Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at any Branch other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties 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, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) 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) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to the householding methodology or (dC) if such Deposit is pledged as security for a loan or other obligation that is not a Loanof Seller; (iii) 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 existing on the date hereof, except in the ordinary course of business consistent with past practice; (iv) Except pursuant to the 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; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, and normal maintenance or refurbishing purchased or made in the ordinary course of business; (viv) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viivi) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM Tenant Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM Tenant 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; (viiivii) 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 ability of Purchaser to collect upon any Loan or Reimbursement Obligation, 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 or Reimbursement Obligation;, (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (xviii) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area of the BranchesNew Jersey; or (xiix) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xviii) except as contemplated hereby.

Activity in the Ordinary Course. Until (a) From the date hereof, and until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated thereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent in all material respects with past practice practices and (b) standards, and Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at permit any Branch other than to engage or participate in accordance with Seller’s existing customary policies generally applicable to employees having similar rank any material transaction or duties incur or as required by contractual commitments outstanding on the date hereof, or pay or agree to pay sustain any uncommitted bonus to any employee at any Branch other than regular bonuses granted material obligation except in the ordinary course of Sellersuch Branch’s business, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) Transfer offer interest rates or terms on any category of deposits or loans at any Branch that are not determined in a manner consistent with past practice and procedure and that are not reasonable within the current financial environment in the market area of the Branches; (iii) except as expressly provided in this Agreement, transfer to or from any Branch to or from any of Seller’s other operations or branches branches, any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to customer in the householding methodology ordinary course of business or (d) if such any Deposit is pledged as security for a loan or other similar obligation that is not a Loanan Asset; (iiiiv) Sellexcept in the ordinary course of business, sell, transfer, assign, encumber encumber, or otherwise dispose of or enter into any contract, agreement agreement, or understanding to sell, transfer, assign, encumber encumber, or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business consistent with past practice; (iv) Except pursuant to the 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 LoanAsset; (v) Make make or agree to make any material improvements to the Owned Branches or the Real Property, except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, and Agreement or normal maintenance or refurbishing purchased or made in the ordinary course of business; (vi) File any application terminate, renew, amend, extend or give any notice to relocate or close otherwise modify the Real Property Leases; (vii) terminate the operations of any Branch or file any application to relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM 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; (viii) Except as permitted by this Section 7.1enter into any commitment, knowingly takeagreement, understanding, or knowingly permit its Affiliates other arrangements to taketransfer, any action (A) impairing Purchaser’s rights in any Deposit or Assetassign, (B) impairing in any way the ability of Purchaser to collect upon any Loan or Reimbursement Obligationencumber, or (C) otherwise dispose of any Branch, except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has a manner consistent with respect to any Loan or Reimbursement Obligation;Seller’s obligations under this Agreement; or (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches solicit any current employee of Seller located at any Branch to transfer to or post for positions at any other branch of Seller or grant any increase in the applicable general geographic area salary or wages of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area of the Branches; or (xi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (x) except as contemplated herebyEmployees other than normal increases at times and amounts consistent with Seller’s past practices.

Activity in the Ordinary Course. Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated therebyhereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice and (b) Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase or agree to increase the salary, remuneration or compensation of any employee at any Branch other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties 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, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) 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) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to the householding methodology or (dC) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (iii) 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 existing on the date hereof, except in the ordinary course of business consistent with past practice; (iv) Except pursuant to the 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; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, and normal maintenance or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM Tenant Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM Tenant 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; (viii) 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 ability of Purchaser to collect upon any Loan or Reimbursement Obligation, 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 or Reimbursement Obligation; (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy PNC located in the applicable general geographic area of the Branches; or (xi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (x) except as contemplated hereby.

Activity in the Ordinary Course. (a) Until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable lawLegal Requirement, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) or as contemplated hereby or by the Merger Agreement and the transactions contemplated therebyhereby, Seller (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice and practice. (b) Prior to Closing, Seller shall: (i) use its commercially reasonable efforts to (A) preserve its present banking business operations at the Branches, and goodwill of Seller as they relate to the Assets and Deposits and (B) maintain its present relationships with Persons having business dealings with Seller (including, without limitation, customers, suppliers, employees, landlords) with respect to the banking business at the Branches or the Assets; (ii) maintain (A) all of the Owned Real Property and Personal Property in their current condition, ordinary wear and tear excepted and (B) insurance upon all of the assets and properties of Seller that relate to the conduct of the banking business at the Branches or the Assets and Deposits in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (A) maintain the Records in the ordinary course of business, and (B) comply in all material respects with all contractual and other obligations applicable to the Assets and Assumed Liabilities; (iv) comply in all material respects with all Legal Requirements that relate to the conduct of the banking business at the Branches or the Assets; (v) not take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement. (c) Prior to the Closing Date, Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed:delayed (and which shall be deemed to be waived if Purchaser has made no response by the end of the second complete Business Day following the receipt, as evidenced by confirmed facsimile, of the request by the representative designated in writing by Purchaser): (i) Increase transfer or hire any new employee for a Branch; (ii) increase or agree to increase the salary, remuneration or compensation salary of any employee at any Branch Employee other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties or as required by contractual commitments outstanding on the date hereofduties, or pay or agree to pay any uncommitted bonus to any employee at any Branch Employee other than regular bonuses granted in the ordinary course of business (which bonuses, in any event, shall be the responsibility of Seller’s business), or, other than in the ordinary course of business business, consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch who do not become Transferred Employees) Employee to another branch or office of Seller or any of its Affiliates, other than temporary assignments ; (iii) offer interest rates or terms on any category of deposits at a fill-Branch except as determined in nature in the a manner materially consistent with Seller’s ordinary course of business, consistent with past practice with respect to its branches which are not being sold; (iiiv) Transfer 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) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to the householding methodology or (dC) if such Deposit is pledged as security for a loan or other obligation that is (including, but not limited to, any Deposits related to a Deposit-Related Loan or Overdraft Loan); (iiiv) 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 existing on the date hereof, except in the ordinary course of business consistent with past practice; (ivvi) Except pursuant to the 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; (v) Make make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such improvements made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, Agreement and normal maintenance or refurbishing purchased or made in the ordinary course of business; (vivii) File file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viiviii) Amendamend, terminate or extend in any material respect any Branch Lease, Tenant Lease or the ATM Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM 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; (viii) 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 ability of Purchaser to collect upon any Loan or Reimbursement Obligation, 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 or Reimbursement Obligation;; or (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches of Seller located in the applicable general geographic area of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area of the Branches; or (xi) Agree agree with, or commit to, any person Person to do any of the things described in clauses (i) through (xviii) except as contemplated hereby.

Activity in the Ordinary Course. Until (a) From the date hereof to and including the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law, (ii) as set forth in Schedule 7.1 of the Seller Disclosure Schedule or (iii) as contemplated hereby or by the Merger Agreement and the transactions contemplated thereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches but excluding job posting in the Branches for open positions at other offices of Seller or its Affiliates) in the ordinary and usual course of business consistent with past practice practices and (b) standards, and Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: (i) Increase Permit the Branches to engage or agree to increase the salary, remuneration participate in any material transaction or compensation of incur or sustain any employee at any Branch other than in accordance with Seller’s existing customary policies generally applicable to employees having similar rank or duties 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 material obligation except in the ordinary course of Seller’s business, or, other than in the ordinary course of business consistent with past practice, transfer any employee at any Branch (other than any employees at any Branch 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 nature in the ordinary course of business; (ii) Transfer Offer interest rates or terms on any category of Deposits or loans at the Branches which are not determined in a manner consistent with past practice and procedure and which, 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 municipalities and immediately surrounding areas of the branches) at the time of the offer; (iii) Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller’s 's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated by this Agreement, (B) upon the unsolicited request of a depositor or customer, (c) for Deposits which Purchaser agrees to transfer pursuant to customer in the householding methodology ordinary course of business or (d) if such Deposit deposit is pledged as security for a loan or other similar obligation that is not a Loan; (iii) 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 existing on the date hereof, except in the ordinary course of business consistent with past practicean Asset; (iv) Except pursuant to in the request ordinary course of the applicable obligorbusiness, 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 LoanAsset; (v) Make or agree to make any material improvements to the Owned Branches or the Real Property, Property except with respect to commitments for such made on or before the date of this Agreement, as set forth in Schedule 7.1(v) of the Seller Disclosure Schedule, Agreement and disclosed on SCHEDULE 7.1or normal maintenance or refurbishing purchased or made in the ordinary course of business; (vi) File Terminate the operations of the Branches or file any application or give any notice to relocate or close any Branch or relocate or close any Branchthe Branches; (vii) AmendEnter into any commitment, terminate agreement, understanding or extend other arrangements to transfer, assign, encumber or otherwise dispose of the Branches, except in any material respect any Branch Lease, Tenant Lease or the ATM Leasea manner consistent with Seller's obligations under this Agreement; provided, however, Seller may extend any Branch Lease, Tenant Lease or the ATM 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 (viii) Except as permitted by except for those employees of the Branches listed on SCHEDULE 1.2, transfer 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 wages of any of the employees of the Branches other than normal increases at times and amounts consistent with Seller's past practices. (b) Between the date of this Section 7.1Agreement and the Closing Date, knowingly takeneither Seller nor Purchaser shall, and each shall cause its respective officers, directors, agents and employees not to, take any action that is intended to induce, or knowingly permit is reasonably likely to induce, the transfer of banking business from the Branches; PROVIDED, HOWEVER, that nothing in this paragraph shall limit the right of either party to advertise or market 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 Reimbursement Obligation, or (C) except products in the ordinary course of servicingbusiness. (c) From the date hereof until twelve (12) months after (i) the Closing Date or (ii) the date of termination of this Agreement, waiving any material rightwhichever is applicable (the "Non-Solicitation Period"), whether in equity or at law, Seller agrees that it has will not solicit any individual that Seller knows is an employee of Purchaser who is employed in a Branch or whose place of employment is within the traditional and primary market area of a Branch. Likewise, except as explicitly contemplated hereby with respect to the Transferred Employees, Purchaser agrees that during the Non-Solicitation Period, Purchaser will not solicit for employment any Loan or Reimbursement Obligation; (ix) Fail to maintain loan underwriting or loan review policies in all material respects in accordance with the loan underwriting or loan review policies in effect at similarly situated branches individual that Purchaser knows is an employee of Seller located in a Branch or whose place of employment is within the traditional and primary market area of a Branch . The parties agree, however, that general recruiting advertisements not targeted specifically at the other's employees shall not be considered a solicitation under this Section 7.1(c). Seller also agrees that for a period of twenty-four (24) months after the Closing Date (or if more than one, the first) it will not open or otherwise operate either directly or through a subsidiary a branch banking facility in the applicable general geographic area municipal limits of the Branches; (x) Fail to price Deposits in all material respects in accordance with the deposit pricing policies in effect at similarly situated branches of Seller and Legacy located in the applicable general geographic area of the Branches; or (xi) Agree with, or commit to, any person to do any of the things described cities or towns in clauses which any of the Branches are now located, or within a distance of five (i5) through miles of each of such municipal limits (x) except "Restricted Area"), PROVIDED, HOWEVER, if Seller, or any of its subsidiaries or affiliates, merges with or into or acquires or is acquired by another bank or financial institution that operates or maintains either directly or indirectly a branch banking facility or facilities in the Restricted Area, the continued operation or maintaining of that branch or those branches by Seller or any other person shall not constitute a breach by Seller or any other person of Seller's agreement as contemplated herebyset forth in this part of Section 7.1(c).