Common use of Affirmative Covenants of Seller Clause in Contracts

Affirmative Covenants of Seller. (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, delayed or conditioned), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) of Seller’s Disclosure Memorandum, Seller shall, and shall cause each of the Seller Subsidiaries to, (i) operate its business only in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and (z) maintain the services of its officers and Key Employees. Notwithstanding anything to the contrary set forth in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Seller will use its reasonable best efforts to provide Buyer with prior written notice of any actions Seller or any Seller Subsidiary takes with respect to the Pandemic, including Pandemic Measures, that differ from or are inconsistent with actions taken by Seller with respect to the Pandemic prior to the date of this Agreement. (b) Beginning on the date that is two weeks after the date hereof, and every two weeks thereafter, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a report describing all of the following which has occurred in the prior two weeks: (i) new, renewed, extended, modified, amended or terminated Contracts that provide for aggregate annual payments of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more); and (ii) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth in Section 6.1(c) of the Buyer’s Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.

Affirmative Covenants of Seller. (a) From the date of this Agreement hereof until the earlier of the Effective Time Closing Date or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which obtained, such consent shall not to be unreasonably withheld, delayed withheld or conditioned)denied, and except as required by Law, otherwise expressly contemplated herein herein, Seller shall to the extent any of the following relates to or in any way may effect the Acquisition or the Assets: (i) operate the Business only in the usual, regular and ordinary course of business, consistent with past practices; (ii) use reasonable commercial efforts to preserve intact their business organization, licenses, permits, government programs, private programs and customers; (iii) use reasonable commercial efforts to retain the services of their employees, agents and consultants on terms and conditions not less favorable than those existing prior to the date hereof and to ensure that there are no material or adverse changes to employee relations; (iv) keep and maintain their assets in their present condition, repair and working order, except for normal depreciation and wear and tear, and maintain its insurance, rights and licenses; (v) pay all accounts payable of Seller in accordance with past practice and collect all accounts receivable in accordance with past practice, but not less than in accordance with prudent business practices; (vi) confer on a regular and frequent basis with one or more designated representatives of Buyer to report material operational matters and to report the general status of ongoing Business operations; (vii) make available to Buyer true and correct copies of all internal management and control reports (including aging of accounts receivable, listings of accounts payable, and inventory control reports) and available financial statements of Seller; (viii) cause all Tax Returns relating the Business or the Assets that are due and have not been filed prior to the date hereof or which become due prior to the Closing Date (taking into account valid extensions), to be prepared and filed on or before the date such Tax Return is required to be filed; provided, however, that any such Tax Return shall be prepared in accordance with past practice and custom unless Seller reasonably determines that changes are required by changes in facts or applicable Law; (ix) perform in all material respects all obligations under agreements relating to or affecting its assets, properties or rights, except for the failure of which performance would not have a material adverse effect on the Business taken as a whole, financial or otherwise; (x) keep in full force and effect present insurance policies or other comparable insurance coverage; and (xi) notify Buyer of (i) any event or circumstance which is reasonably likely to have a Seller Material Adverse Effect or would cause or constitute a breach of any representations, warranties or covenants of Seller contained herein; (ii) any change in the normal course of business or in the operation of the assets of the Business, or (iii) of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), any adjudicatory proceedings, any budget meetings or any submissions involving the Assets. Seller shall keep Buyer fully informed of such events and permit Buyer’s representatives prompt and reasonable access to all materials prepared in connection therewith. (xii) Cooperate with Fifth Third Bank as set forth in Section 6.1(a) of Seller’s Disclosure Memorandum, Seller shall, and shall cause each of the Seller Subsidiaries to, (i) operate its business only in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage2.11(d), (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and (z) maintain the services of its officers and Key Employees. Notwithstanding anything to the contrary set forth in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Seller will use its reasonable best efforts to provide Buyer with prior written notice of any actions Seller or any Seller Subsidiary takes with respect to the Pandemic, including Pandemic Measures, that differ from or are inconsistent with actions taken by Seller with respect to the Pandemic prior to the date of this Agreement. (b) Beginning on the date that is two weeks after the date hereof, and every two weeks thereafter, Seller shall provide, provide Buyer such information and shall cause supporting documentation as reasonably requested by Buyer to support the representations and warranties made by Seller Bank also pursuant to provide, to Buyer a report describing all of the following which has occurred in the prior two weeks: (iSections 2.6(a) new, renewed, extended, modified, amended or terminated Contracts that provide for aggregate annual payments of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more); and (iiand 2.6(b) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000hereof. (c) Beginning with the month of November 2021, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth in Section 6.1(c) of the Buyer’s Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.

Affirmative Covenants of Seller. (a) From On and as of the date of this Agreement until and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller shall give written notice to Buyer upon Seller obtaining actual knowledge of the following: (i) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been materially damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to materially affect adversely the value of such Mortgaged Property; (ii) promptly upon receipt of notice by Seller or knowledge of (A) any Purchased Asset that becomes a Defaulted Asset or (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller’s knowledge, the underlying collateral therefor; (iii) promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby or (B) raises any lender licensee issues with respect to any Purchased Asset; (iv) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; (v) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect; (vi) promptly and in any event within two (2) business days of Seller’s actual knowledge, (a) notice of any material event or any material change in circumstances that an institutional asset manager would reasonably expect to result in a material adverse effect on Seller, Pledgor, Guarantor, Manager or REIT, any Underlying Borrower in respect of a Purchased Asset, a Purchased Asset or the property collateralizing a Purchased Asset, (b) notice of any monetary or material non-monetary default or event of default under any Purchased Asset, (c) any change with respect to Servicer or in the servicing of any Purchased Asset and (d) notice of any allegation made by any Underlying Borrower in writing that Seller has defaulted with respect to Seller’s obligations under any Purchased Asset); (vii) promptly and in any event within two (2) business days of Seller’s actual knowledge, to the extent that there exists a mezzanine loan related to a Purchased Asset, (a) notice of any material event in respect of such mezzanine loan or the applicable mezzanine loan borrower, (b) notice of any default or event of default under any related mezzanine loan documentation, (c) notice of any default or event of default under any intercreditor documentation relating to such mezzanine loan and the applicable Eligible Asset; (viii) promptly and in any event within one (1) business day of Seller’s actual knowledge, notice of an Event of Default; and (ix) upon Buyer’s request: (A) a listing of any changes in Hedging Transactions, the names of the hedge counterparties and the material terms of such hedging transactions, delivered within ten (10) Business Days after Buyer’s request; (B) copies of Seller’s and Guarantor’s U.S. federal income tax and other material tax returns, if any, delivered within thirty (30) days after the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, delayed or conditioned), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) of Seller’s Disclosure Memorandum, Seller shall, and shall cause each of the Seller Subsidiaries to, (i) operate its business only in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), filing or (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and the last filing extension period; (zC) maintain the services of its officers and Key Employees. Notwithstanding anything to the contrary set forth in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Seller will use its reasonable best efforts to provide Buyer with prior written notice of any actions Seller or any Seller Subsidiary takes such further information with respect to the Pandemicfinancial condition, including Pandemic Measuresoperations or business of any Mortgaged Property, any Purchased Asset, any Mortgagor, Seller, Pledgor, Guarantor or the REIT and any Plan and Multiemployer Plan as may be reasonably requested by Buyer, including, without limitation, all business plans prepared by or for Seller and any such information that is otherwise necessary to allow Buyer to monitor compliance with the terms of the Transaction Documents; (D) within thirty (30) Business Days of Buyer’s request, and at Seller’s sole cost and expense if an Event of Default or Margin Deficit Default is then continuing, Seller shall procure and deliver to Buyer an updated Appraisal relating to the Eligible Property(ies) securing any Purchased Asset; provided, that differ so long as no Event of Default has occurred and is continuing, Buyer’s requests hereunder shall be limited to one (1) request for each Purchased Asset in any twelve (12) month period; and (E) such other reports as Buyer shall reasonably request with respect to any Purchased Asset, to the extent available to Seller pursuant to the Purchased Asset Documents. (b) [intentionally omitted] (c) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (d) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto upon reasonable advance notice at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (e) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee, together with such instruments of assignment as Buyer may reasonably request. (f) Seller shall provide to Buyer the following: (i) within forty-five calendar days after the last day of each of the first three fiscal quarters in any fiscal year of Seller, a Quarterly Report and Guarantor’s Financial Covenant Compliance Certificate; (ii) within one hundred twenty (120) calendar days after the last day of each fiscal year of Seller, an Annual Reporting Package and Guarantor’s Financial Covenant Compliance Certificate; (iii) with respect to each Purchased Asset: (a) within thirty (30) days after the end of each fiscal quarter of Seller, a quarterly report of the following: delinquency, loss experience, internal risk rating, surveillance, rent roll, occupancy and other property-level information, and (b) within ten (10) days after receipt or preparation thereof by Seller or any Servicer, remittance, servicing, securitization, exception and other reports, if any, and all operating and financial statements and rent rolls of all Underlying Obligors when and as received from Servicer, an Underlying Obligor, a third-party servicer or from any other source; (iv) copies of all financial statements, reports, notices and other documents that Guarantor sends to its equity holders or makes to or files with any Governmental Authority, promptly after the delivery or filing thereof; (v) within fifteen (15) days after the end of each calendar month, (A) a report of all proposed sales, repurchases and other transactions with respect to the Purchased Assets, and (B) a remittance report substantially in the form of Exhibit VI with respect to each Purchased Asset; and (vi) such other information regarding the financial condition, operations or business of Seller, Pledgor, Guarantor, Manager, REIT or any Underlying Obligor as Buyer may reasonably request including, without limitation, any such information that is otherwise necessary to allow Buyer to monitor the Purchased Assets and/or compliance with the terms of the Transaction Documents. (g) Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (h) Seller agrees that, from time to time upon the prior written request of Buyer, it shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to fully effectuate the purposes of this Agreement; provided, however, that nothing in this Section 3(i) shall be construed as requiring Buyer to conduct any inquiry or decreasing Seller’s responsibility for its statements, representations, warranties or covenants under this Agreement. In order to enable Buyer and its respective Affiliates to comply with any anti-money laundering program and related responsibilities including, but not limited to, any obligations under the Prescribed Laws and regulations thereunder, Seller, on behalf of itself and its Affiliates, represents and covenants to Buyer and its Affiliates that: (A) neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer its anti-money laundering program, if applicable, of any change in information affecting this Section 12(h). (i) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (j) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are inconsistent held not less than fifteen (15) Business Days prior to taking any such action. (k) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with actions taken respect to which adequate reserves have been provided in accordance with GAAP. (l) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (m) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information available to Seller with respect to the Pandemic Purchased Assets and the conduct and operation of its business. (n) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (including such modifications which do not constitute a Significant Modification). (o) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request to the extent available to Seller. (p) [intentionally omitted] (q) Seller shall not cause any Purchased Asset to be serviced by any servicer other than a servicer expressly approved in writing by Buyer. Seller shall provide written notification to Buyer within one (1) Business Day of any rating agency reducing the credit or servicer rating applicable to any servicer. (r) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed Transfer Documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (s) If Guarantor or any Subsidiary of Guarantor has entered into or shall enter into or amend a repurchase agreement, warehouse facility, credit facility or other similar arrangement with any Person which by its terms provides more favorable terms with respect to the Guarantor Financial Covenants or similar financial covenants than those set forth in the Guaranty (a “More Favorable Agreement”), then Seller shall give notice to Buyer of such more favorable terms promptly, and in any case prior to the date execution of this Agreement. (b) Beginning on such More Favorable Agreement in the date case of a More Favorable Agreement that is two weeks after the date hereof, and every two weeks thereafter, Seller shall providehas not been executed, and shall cause Seller Bank also to provide, to Buyer a report describing all enter into an amendment of this Agreement and/or the following which has occurred Guaranty in the prior two weeks: case of a More Favorable Agreement that has not been executed, not less than ten (i10) new, renewed, extended, modified, amended or terminated Contracts that provide for aggregate annual payments Business days after execution of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more); and (ii) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall providesuch More Favorable Agreement, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth in Section 6.1(c) case of the Buyer’s Disclosure Memoranduman existing More Favorable Agreement, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day ten (10) Business Days after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided notice is given pursuant to Buyer no later than December 10, 2021this Section 12(s), unless in order to incorporate such more favorable term(s) into the tenth day is not a Business Dayterms of this Agreement and/or the Guaranty, in which case such report and reasonable attestation will be provided on the next Business Dayas applicable.

Affirmative Covenants of Seller. (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, delayed or conditioned)obtained, and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) of Seller’s Disclosure Memorandumherein, Seller shall, and shall cause each of the Seller Subsidiaries Entity to, : (ia) operate its business only in the Ordinary Courseusual, regular and ordinary course (materially consistent with all requirements of Regulatory Authorities) (“Continued Business Operations”); provided, that (i) Seller may consult with Buyer and its Representatives in order to maintain the continuity of Continued Business Operations, (ii) use any such consultations shall be made at the discretion of Seller and (iii) all business decisions with regard to Continued Business Operations shall be made in the sole discretion of Seller; provided further, that it is the intent of the Parties that in no circumstance by reason of this Agreement shall Buyer be deemed to control, directly or indirectly, Seller, and that Buyer shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any Seller Entity; (b) utilize its reasonable best efforts to: (x) to preserve intact its business organization and Assets and maintain its rights and franchises and its customer relationships; (including its organization, Assets, goodwill and insurance coveragec) take no action which would (i) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in Section 10.2(d), or (yii) maintain adversely affect the ability of any Party to perform its rightscovenants and agreements under this Agreement; (d) cooperate with Buyer and its Representatives to facilitate the conversion of systems and internal controls, authorizationsto train Seller and Community Bank of the South employees in the policies, franchisemethods and practices utilized by Buyer and CharterBank; (e) cooperate and cause its independent auditors and any firm or firms engaged by Seller or Community Bank of the South to assist with internal controls to cooperate with Buyer, advantageous business relationships with customers, vendors, strategic partners, suppliersCharterBank and their Representatives to establish mutually acceptable scope and procedures and work product for their services, and others doing business to communicate with itBuyer and CharterBank. Seller and Community Bank of the South shall consult with, and receive Buyer’s consent to any engagement of any consultants and the entry into any consulting agreements; (zf) maintain the services of its officers cooperate with Buyer and Key Employees. Notwithstanding anything allow Buyer, CharterBank and their Representatives access to the contrary set forth in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier Seller and Community Bank of the Effective Time or South and their employees and Representatives during normal business hours required to effect any of the termination of this Agreement, Seller will use foregoing; (g) utilize its reasonable best efforts to provide Buyer with prior written notice cause all holders of any actions Seller or any Seller Subsidiary takes with respect Common Stock to consent to the Pandemic, including Pandemic Measures, that differ from or are inconsistent with actions taken by Seller with respect to the Pandemic prior to the date 338(h)(10) Election within seventy-five (75) days of this Agreement. (b) Beginning on the date that is two weeks after the date hereof, including, but not limited to, executing and every two weeks thereafter, Seller shall provide, and shall cause Seller Bank also to provide, delivering to Buyer a report describing all of the following which has occurred in the prior two weeks: such documents and forms as Buyer shall reasonably request or as are required by applicable law for an effective 338(h)(10) Election, including, without limitation, IRS form 8023 and form 8883 (itogether with any schedules or attachments thereto) new, renewed, extended, modified, amended or terminated Contracts that provide for aggregate annual payments of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more)any successor form required pursuant to applicable Treasury regulations and any applicable state form; and (iih) new Loans or commitments (including a letter of credit) utilize its best efforts to obtain Consents for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth all Contracts listed in Section 6.1(c5.2(b)(ii) of the Buyer’s Seller Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.

Affirmative Covenants of Seller. (a) From Seller hereby covenants and agrees that, prior to the date of Closing Date, unless otherwise expressly contemplated by this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of consented to in writing by Buyer shall have been obtained and Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Seller will cause CLT: (a) to operate the Business and the Assets in the ordinary course, consistent with past practices and use commercially reasonable efforts to preserve the goodwill of the Business and of its employees, customers, suppliers, Governmental Entities and others having business dealings with CLT and the Business; (b) except as contemplated by this Agreement, not to engage in any transaction relating to the Business or the Assets outside the ordinary course of business, including, without limitation, by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind (it being understood that the payment by Seller of $25,000 in any 12-month period shall be the measure of materiality under this Section 5.01(b)); (c) to maintain all insurance policies (or replacement policies with substantially similar coverage) and all Permits that are required for Seller to carry on the Business; (d) subject to Section 5.04, not to take or permit any action that would cause the Closing conditions contained in Article VII on the obligations of the parties to effect the transactions contemplated by Lawthis Agreement not to be fulfilled, otherwise expressly including, without limitation, by taking or causing to be taken any action that would cause the representations and warranties made in this Agreement not to be true and correct; (e) not to increase the compensation payable to or to become payable to any agent, consultant, or employee of Seller working in the Business (other than regularly scheduled increases in compensation and the awarding of bonuses in the ordinary course of business); (f) except as contemplated herein by this Agreement, not to grant any severance or as set forth in Section 6.1(a) of Seller’s Disclosure Memorandum, Seller shall, termination pay (other than pursuant to the normal severance policy and shall cause each "stay put" agreements of the Seller Subsidiaries to, (i) operate its business only as in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and (z) maintain the services of its officers and Key Employees. Notwithstanding anything to the contrary set forth in this Section 6.1 or Section 6.2, from effect on the date of this Agreement until the earlier Latest Balance Sheet) to, or enter into or amend any employment or severance agreement with, any employee of the Effective Time Seller working in the Business whose base compensation exceeds the rate of $20 per hour; (g) not to sell, lease, exchange, mortgage, pledge, transfer, or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer, or otherwise dispose of, any of the termination of this Agreement, Seller will use its reasonable best efforts to provide Buyer with prior written notice of any actions Seller Assets or any Seller Subsidiary takes interest therein, except for dispositions of inventories and of assets in the ordinary course of business and consistent with respect past practice; (h) not to the Pandemicrelease any third party from its obligations, including Pandemic Measuresor grant any consent, that differ from under any existing standstill provision relating to any transaction referred to in Section 5.02 or are inconsistent with actions taken by otherwise under any non-competition, confidentiality, or other agreement in favor of Seller with respect to the Pandemic prior Business, or fail to the date of this Agreement. (b) Beginning on the date that is two weeks after the date hereof, and every two weeks thereafter, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a report describing all of the following which has occurred in the prior two weeks:fully enforce any such agreement; (i) newnot to (A) change any of its methods of accounting relating to the Assets or the Business in effect at the date of the Latest Balance Sheet; (B) settle or compromise any claim, renewedaction, extendedsuit, modifiedlitigation, amended proceeding, arbitration, investigation, audit, or terminated Contracts controversy relating to the Assets or the Business (unless the settlement or compromise involves only the payment of money damages, includes a full release of Seller, and does not impose an injunction or other equitable relief upon the Business or Assets); or (C) change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 25, 1998 relating to the Assets or the Business, except, in each case, as may be required by Law or GAAP; (j) not enter into any contract or agreement primarily relating to the Business or the Assets and that provide for aggregate annual payments is reasonably expected to require a payment by CLT in excess of $50,000 25,000 during any 12-month period; (k) not to accelerate or more delay any collection of any notes or accounts receivable generated by the Business in advance or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (provided thatl) not to delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (m) not to make or agree to make any payment of cash or distribution of assets to any of its Affiliates (other than cash realized upon collection of receivables generated in the ordinary course of business and cash distributions to Seller's parent in the ordinary course of business consistent with past practice); (n) not to delay or postpone inventory purchases or the repair and maintenance of personal or real properties, if a Contract has a term other than delays or postponements in the ordinary course of 12 months or less, it must be included only if it provides for aggregate payments business that do not adversely impair the provision of $75,000 or more)goods and services to customers of the Business; and (iio) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall provide, take all commercially reasonable steps to cause to be fulfilled Buyer's and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form Parent's Closing conditions set forth in Section 6.1(c) 7.01 that are dependent upon the actions of the Buyer’s Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.

Affirmative Covenants of Seller. (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer (which shall not be unreasonably withheld) shall have been obtained obtained, and except as otherwise required by applicable Law or expressly contemplated herein, Seller shall, and shall cause each Seller Entity to: (a) operate its business only in the usual, regular and ordinary course (materially consistent with all requirements of Governmental Authorities) in all material respects (“Continued Business Operations”); provided, that (i) Seller may consult with Buyer and its Representatives in order to maintain the continuity of Continued Business Operations, (ii) any such consultations shall be made at the discretion of Seller and (iii) all business decisions with regard to Continued Business Operations shall be made in the sole discretion of Seller; provided further, that it is the intent of the Parties that in no circumstance by reason of this Agreement shall Buyer be deemed to control, directly or indirectly, any Seller Entity, and that Buyer shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any Seller Entity; (b) utilize its commercially reasonable efforts to preserve intact its business organization and Assets and to maintain its rights and franchises and its customer relationships; (c) take no action which would materially (i) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in Section 10.2(d), or (ii) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; (d) reasonably cooperate with Buyer and its Representatives to facilitate the conversion of systems and internal controls and to train Seller and First National Bank employees in the policies, methods and practices utilized by Buyer and Bank First National; provided, however, that, in each case, such cooperation shall not unduly interrupt any Seller Entity’s operation of its normal course of business; (e) reasonably cooperate with Buyer and its Representatives with respect to any Seller Entity’s actions relative to any offers, sales or transactions involving the OREOs as set forth in Section 5.11(g) of the Seller Disclosure Memorandum that are above $100,000, including, but not limited to, providing Buyer with information concerning any and all offers received by any Seller Entity for sales of such OREOs that are above $100,000; (f) reasonably cooperate and authorize its independent auditors and any firm or firms engaged by Seller or First National Bank to assist with internal controls to reasonably cooperate with Buyer, Bank First National and their Representatives to establish mutually acceptable scope and procedures and work product for their services, and to communicate with Buyer and Bank First National with respect thereto; provided, however, that, in each case, such cooperation shall not unduly interrupt any Seller Entity’s operation of its normal course of business. Seller and First National Bank shall consult with, and receive Buyer’s consent to, any engagement of any consultants and the entry into any consulting agreements relating to internal controls; (g) reasonably cooperate with Buyer and, subject to Seller’s prior consent (which consent shall not be unreasonably withheld, delayed or conditioned), allow Buyer, Bank First National and except as their Representatives reasonable access to the senior officers and employees of Seller and First National Bank during normal business hours required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) of Seller’s Disclosure Memorandum, Seller shall, and shall cause each to effect any of the foregoing; provided, however, that such access shall not unduly interrupt any Seller Subsidiaries to, (i) operate its business only in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and (z) maintain the services Entity’s operation of its officers and Key Employees. Notwithstanding anything to the contrary set forth in this Section 6.1 or Section 6.2, from the date normal course of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Seller will use business; and (h) utilize its reasonable best efforts to provide Buyer with prior written notice of any actions Seller or any Seller Subsidiary takes with respect to the Pandemic, including Pandemic Measures, that differ from or are inconsistent with actions taken by Seller with respect to the Pandemic prior to the date of this Agreement. (b) Beginning on the date that is two weeks after the date hereof, and every two weeks thereafter, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a report describing obtain Consents for all of the following which has occurred in the prior two weeks: (i) new, renewed, extended, modified, amended or terminated Contracts that provide for aggregate annual payments of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more); and (ii) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth listed in Section 6.1(c7.1(h) of the Buyer’s Seller Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.

Affirmative Covenants of Seller. During the term of this Agreement and so long as any Transaction is in effect hereunder: (a) From the date Each Seller shall promptly notify Buyer of this Agreement until the earlier of the Effective Time or the termination of this Agreementany Material Adverse Effect; provided, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheldhowever, delayed or conditioned), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) of Seller’s Disclosure Memorandum, Seller shall, and shall cause each of the Seller Subsidiaries to, (i) operate its business only in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and (z) maintain the services of its officers and Key Employees. Notwithstanding anything to the contrary set forth that nothing in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Seller will use its reasonable best efforts to provide Buyer with prior written notice of any actions Seller or 11 shall relieve any Seller Subsidiary takes with respect to the Pandemic, including Pandemic Measures, that differ from or are inconsistent with actions taken by Seller with respect to the Pandemic prior to the date of its obligations under this Agreement. (b) Beginning on Each Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date that is two weeks after truthfulness of the date hereofrepresentations set forth in Section 9. (c) Each Seller (i) shall defend the right, title and interest of Buyer in and to the Collateral against, and every two weeks thereaftertake such other action as is necessary to remove, the liens, security interests, claims and demands of all Persons (other than security interests by or through Buyer) and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. (d) Each Seller shall provide, notify Buyer and the Depository of the occurrence of any Default or Event of Default as soon as possible but in no event later than the second (2nd) Business Day after obtaining actual knowledge of such event. (e) Each Seller shall cause Seller Bank also to provide, give notice to Buyer a report describing all of the following which has occurred (except in the prior two weeks:case of clause (i) below, accompanied by an officer’s certificate setting forth details of the occurrence referred to therein and stating what actions such Seller has taken or proposes to take with respect thereto): (i) newwith respect to any Purchased Loan subject to a Transaction hereunder, renewedpromptly (and in any event within two (2) Business Days) following receipt of any unscheduled Principal Payment (in full or in part); (ii) with respect to any Purchased Loan sold to Buyer hereunder, extendedpromptly (and in any event within two (2) Business Days) following receipt by such Seller of notice or knowledge that any related Mortgaged Property has been damaged by waste, modifiedfire, amended earthquake or terminated Contracts earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as, in each case, to materially and adversely affect the value of such Mortgaged Property; (iii) promptly (and in any event within two (2) Business Days) following receipt of notice by such Seller or knowledge of (i) the occurrence of any payment default or other material default under the Loan Documents for any Purchased Loan, (ii) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Loan or, to the best knowledge of such Seller, the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have a material and adverse effect on the Market Value of a Purchased Loan; and (iv) promptly, and in any event within three (3) Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings directly affecting such Seller or directly affecting any of the assets of such Seller before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $1,000,000, or (iii) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect. (f) Each Seller shall deliver to Buyer (i) notice of the occurrence of any Loan Event of Default promptly (and in any event not later than two (2) Business Days) after the earlier of the date that such Seller receives notice or has actual knowledge thereof and (ii) any other information with respect to any Purchased Loan as may be reasonably requested by Buyer from time to time. (g) Each Seller will permit Buyer or its designated representative to inspect such Seller’s records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency (but not more than once in any calendar year so long as no Event of Default or Diligence Event exists), and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and the applicable Seller. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of the applicable Seller, each Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Each Seller shall provide Buyer with the following financial and reporting information (which shall be provided by email to each of the parties listed as “Buyer Reporting Parties” on Annex I attached hereto): (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Guarantor’s consolidated and unaudited and such Seller’s unaudited statements of income and statements of changes in cash flow for aggregate annual payments such quarter and balance sheets as of $50,000 the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Within 90 days after the last day of its fiscal year, Guarantor’s consolidated and audited, and such Seller’s unaudited, statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm reasonably acceptable to Buyer; (iii) If not provided by the Servicer, within 30 days after the last day of each calendar month, any and all property level financial information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loans by such Seller or more an Affiliate during such calendar month; (provided iv) Within 45 days after the last day of each of the first, second and third quarters and within 60 days after the last day of the fourth quarter in any fiscal year, an officer’s certificate from such Seller addressed to Buyer certifying that, if as of the end of such quarter, (x) such Seller is in compliance with all of the terms, conditions and requirements of this Agreement, (y) no Default or Event of Default exists and (z) Guarantor is in compliance with the financial covenants set forth in Section 8 of the Guaranty (including a Contract has a term calculation of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or moreeach such financial covenant); and (iiv) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall provide, and The Sellers shall cause Seller Bank also to providethe Servicer, to Buyer a monthly report and reasonable attestation, in the form set forth in Section 6.1(c) of the Buyer’s Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after fourth Business Day preceding each Payment Date (as defined in the Servicing Agreement), to provide reports substantially in the form attached hereto as Exhibit XVIII. (j) Each Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over such month end Seller or any of its assets and such Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Each Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for exampleeach fiscal year all such proper reserves in accordance with GAAP. (l) Each Seller shall observe, perform and satisfy all the November 2021 report terms, provisions, covenants and reasonable attestation shall reflect information as of November 30conditions required to be observed, 2021performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be provided paid by it, under the Transaction Documents (including, for the avoidance of doubt, all costs, fees and expenses due to Buyer no later than December 10each of the Appraisal Review Agent and the Verification Agent). Each Seller shall pay and discharge all Taxes, 2021)levies, unless liens and other charges on its assets and on the tenth day is not a Business DayCollateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which case adequate reserves have been provided in accordance with GAAP in all material respects. Each Seller shall timely file all Tax returns required to be filed by it or with respect to all or any portion of the Collateral. (m) Each Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such report office and of any change in such Seller’s name or organizational structure or the places where the books and records pertaining to the Purchased Loan are held not less than thirty (30) days prior to taking any such action. Each Seller shall also give Buyer prompt written notice of any transfer of more than 20% of the direct or indirect ownership interests in any Seller Party. (n) Each Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by such Seller for its own account and will furnish Buyer, upon reasonable attestation will request by Buyer or its designated representative, with reasonable information reasonably obtainable by such Seller with respect to the Collateral and the conduct and operation of its business. (o) Each Seller shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request, in each case, to the extent same is in such Seller’s possession or reasonably obtainable by such Seller. (p) Unless a Seller shall have given Buyer at least thirty (30) days’ prior written notice that such Seller intends to change the jurisdiction of its organization, (i) each LLC Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and (ii) each Trust Seller shall maintain its existence as a statutory trust organized solely and in good standing under the law of the State of Delaware, and, in each case, shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or incorporate or organize in any other jurisdiction, without the prior written approval of Buyer, which approval shall not be provided unreasonably withheld, conditioned or delayed. (q) Each Seller shall promptly provide Buyer with notice of any Other Financing Agreements entered into by SAMC or any of its subsidiaries. Upon request of Buyer, the applicable Seller shall provide Buyer with copies (on a no-name basis) of the next Business Dayrelevant provisions of such Other Financing Agreements (including any Other Financing Agreements entered into as of the date hereof) in order to comply with the provisions of Section 4(b) of this Agreement and Section 8(k) of the Guaranty.

Affirmative Covenants of Seller. Prior to the Closing, Seller covenants and agrees as follows: (a) From Seller will conduct the date of this Agreement until Business and maintain the earlier Facility in the ordinary course in accordance with past custom and practice. (b) Seller and its officers, directors, employees and agents (including attorneys and accountants) will permit Buyer and its employees, agents, accounting and legal representatives to have reasonable access to the Facility at reasonable times and in a manner so as not to interfere with the normal business operations of the Effective Time or Business to Seller's books, records, invoices, contracts, leases, personnel, facilities, equipment and other things reasonably related to the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, delayed or conditioned), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) Business of Seller’s Disclosure Memorandum, Seller shall, and shall cause each of the Seller Subsidiaries to, ; (ic) operate its business only in the Ordinary Course, and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), (y) maintain its rights, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliers, and others doing business with it, and (z) maintain the services of its officers and Key Employees. Notwithstanding anything to the contrary set forth in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Seller will promptly (once any officer or director or any other member of Seller has knowledge thereof) inform Buyer in writing if Seller shall discover that any representation or warranty contained in Article IV hereof was, when made or has subsequently become, untrue, or any breach of any covenant hereunder by Seller; (d) Seller will cooperate with Buyer and use its reasonable best efforts to provide give all notices and to obtain all governmental, third party, or other consents, transfers, approvals, orders, qualifications and waivers necessary for the consummation of the transactions contemplated hereby, and to cause the other conditions to Buyer's obligation to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered); (e) Seller shall (i) use its best efforts to keep available the services of its Business Unit Employees and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it; (ii) not take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue at, or at any time prior to, the Closing Date; and (iii) notify Buyer with prior written notice of any actions emergency or other change in the normal course of its business or in the operation of its properties and of any governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated) if such emergency, change, complaint, investigation or hearing would be material, individually or in the aggregate, to the business, operations or financial condition of Seller or any Seller Subsidiary takes with respect Buyer's ability to consummate the Pandemic, including Pandemic Measures, that differ from or are inconsistent with actions taken transactions contemplated by Seller with respect to the Pandemic prior to the date of this Agreement. (b) Beginning on the date that is two weeks after the date hereof, and every two weeks thereafter, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a report describing all of the following which has occurred in the prior two weeks: (i) new, renewed, extended, modified, amended or terminated Contracts that provide for aggregate annual payments of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more); and (ii) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans in excess of $200,000, or any material amendments or modifications to Loans in excess of $200,000. (c) Beginning with the month of November 2021, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth in Section 6.1(c) of the Buyer’s Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.

Affirmative Covenants of Seller. (a) From Except as Buyer may otherwise ------------------------------- consent in writing, between the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, delayed or conditioned), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.1(a) of Seller’s Disclosure MemorandumClosing, Seller shall, and shall cause each of the Seller Subsidiaries to, : (ia) operate conduct its business only in the Ordinary Courseusual, regular and ordinary course and in accordance with past practices and shall properly maintain and care for the Assets until the Closing Date; (1) duly comply with all applicable Legal Requirements; (2) perform all of its obligations under all Seller's Contacts without default; and (ii) use its reasonable best efforts to: (x) preserve intact its business (including its organization, Assets, goodwill and insurance coverage), (y3) maintain its rightsbooks, authorizations, franchise, advantageous business relationships with customers, vendors, strategic partners, suppliersrecords, and others doing business accounts on a basis consistent with itpast practices and shall properly maintain and care for the Assets until the Closing Date; (1) furnish to Buyer and such representatives all such additional documents (certified by an officer of Seller, if requested), financial information and other information of the Assets as Buyer may from time to time reasonably request and (z2) maintain cause Seller's accountants to permit Buyer and its accountants to examine the services records and working papers pertaining to Seller's financial statements' on the Assets provided that no investigation by Buyer of its officers and Key Employees. Notwithstanding anything to representatives will affect or limit the contrary set forth in this Section 6.1 or Section 6.2, from the date scope of this Agreement until the earlier any of the Effective Time representations and warranties of Seller herein or the termination in any other related document; (d) use of this Agreement, Seller will use its reasonable best efforts to provide obtain in writing as promptly as possible all approvals and consents required to be obtained by Seller in order to consummate the transactions contemplated hereby and deliver to Buyer with prior written notice copies, satisfactory in form and substance to Buyer, of such approvals and consents; (e) promptly notify Buyer of any actions circumstances, event or action, by Seller or any Seller Subsidiary takes with respect to the Pandemicotherwise, including Pandemic Measures(A) which, that differ from or are inconsistent with actions taken by Seller with respect to the Pandemic prior to if known at the date of this Agreement. , would have been required to be disclosed in or pursuant to this Agreement, or (bB) Beginning on the date that is two weeks after the date hereofexistence, and every two weeks thereafter, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a report describing all occurrence or taking of which would result in any of the following which has occurred representations and warranties of Seller in the prior two weeks: (i) new, renewed, extended, modified, amended this Agreement or terminated Contracts that provide for aggregate annual payments of $50,000 or more (provided that, if a Contract has a term of 12 months or less, it must be included only if it provides for aggregate payments of $75,000 or more); and (ii) new Loans or commitments (including a letter of credit) for Loans in excess of $200,000, any renewals or extensions of existing Loans or commitments for any Loans Transaction Documents not being true and correct in excess of $200,000, or any all material amendments or modifications to Loans in excess of $200,000respects. (c) Beginning with the month of November 2021, Seller shall provide, and shall cause Seller Bank also to provide, to Buyer a monthly report and reasonable attestation, in the form set forth in Section 6.1(c) of the Buyer’s Disclosure Memorandum, concerning Seller’s and Seller Bank’s asset quality. Such report and reasonable attestation shall reflect information as of the end of the relevant month and shall be provided to Buyer no later than the tenth day after such month end (for example, the November 2021 report and reasonable attestation shall reflect information as of November 30, 2021, and shall be provided to Buyer no later than December 10, 2021), unless the tenth day is not a Business Day, in which case such report and reasonable attestation will be provided on the next Business Day.