Common use of Business in Ordinary Course Clause in Contracts

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld: (i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more); (ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or; (vi) purchase any fixed assets on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch Office, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect any special marketing or advertising campaigns targeted to the Branch Office or the market in which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of Seller; (x) accelerate the payment of fees for safe deposit box rental, or except for new rentals or renewals in the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (b) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreement, as if such representations and warranties were given as of the date of such transaction or action. (c) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, not including any changes in conditions that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in the business, operations, properties, assets, or condition (financial or otherwise) of the Branch Office.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authorityregulatory authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:): (i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more)business; (ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change in the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, market; or; (vi) purchase any fixed assets on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viiiiii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch Office, unless such actions are required or permitted by this Agreement or required by any regulatory authority. (b) Seller shall not make any single new loan or series of loans to one borrower or a related group of borrowers in an aggregate amount greater than $25,000.00, except in accordance with its existing loan policies; (ixc) effect Seller shall advise Buyer of any special marketing or advertising campaigns targeted to change in its deposit pricing in the Branch Office or from time to time, pending the market in which Closing; (d) Seller shall allow a representative of Buyer to be present at the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which during business hours to become acquainted with Sellers' operations at the Branch Office is locatedand to assist in preparing for the transition of ownership of the Branch Office. Further, or (B) from including statement stuffers in periodic mailings such representative shall be allowed to customers attend the local loan committee meetings of the Branch Office where (either in person or by telephone), provided that such statement stuffers are in representative may be excluded from any portion of such meetings which pertain to Seller's business activities not the same form as are being concurrently included in mailings to customers subject of other branches of Sellerthe transactions contemplated under this Agreement; (x) accelerate the payment of fees for safe deposit box rental, or except for new rentals or renewals in the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (be) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreementhereof, as if such representations and warranties were given as of the date of such transaction or action. (cf) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in that is materially adverse to the business, operations, properties, assets, or condition (financial or otherwise) of the Branch Office.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld: (i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 20,000 or more); (ii) cause the Branch Office to transfer any Deposits Deposit Liabilities except pursuant to the unsolicited request of a depositor in the ordinary course of business or where the Deposits Deposit Liabilities secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or; (vi) purchase any fixed assets Personal Property on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch Office, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect any special marketing or advertising campaigns targeted to the Branch Office or the market in which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of Seller; (x) accelerate the payment of fees for safe deposit box rental, or except for new rentals or renewals in the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (b) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreement, as if such representations and warranties were given as of the date of such transaction or action. (c) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, not including any changes in conditions that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in the business, operations, properties, assets, or condition (financial or otherwise) of the Branch Office.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authorityregulatory authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:): (i) cause or permit the any Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or consistent with past practices, including any obligations totaling in the aggregate $10,000 or more)commitments relating to improvements or purchases of Personal Property; (ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business solicit or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller; (iii) enter into any discussion, commitment, agreement, understanding or other arrangement to dispose of, sell, transfer, convey or encumber any of the Assets or the Branch Offices, except pursuant to this Agreement; (iv) make any material change in its customary policies for setting rates on Deposits at the Branch Offices, or any material change in its business practices for attracting or retaining deposit relationships with potential or existing customers; provided, however, that this clause shall not prohibit Seller from changing the interest rates offered or change the fees applicable to paid on Deposits provided such deposit accounts other than in accordance rates are consistent with changes to such fees applicable to similar accounts at then prevailing market rates, its other branch offices offices, or prior business practices regarding the establishment of Seller, orsuch rate; (v) introduce any new Deposit or Loan products or services at the Branch Offices; (vi) purchase any fixed assets on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch OfficeOffices, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect ; provided however, that Seller shall continue to have the right and ability to terminate, with or without cause, any special marketing or advertising campaigns targeted employees of the Seller assigned to the Branch Office or prior to the market in which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of Seller; (x) accelerate the payment of fees for safe deposit box rental, or except for new rentals or renewals Closing Date in the ordinary course of business; or (vii) incur or agree to incur any obligation or liability that Buyer would be obligated to assume pursuant to this Agreement except liabilities and obligations incurred in the ordinary course of business consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (b) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreement3 hereof, as if such representations and warranties were given as of the date of such transaction or action. (c) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, that has resulted in a Material Adverse Change (as hereinafter defined) in the business, operations, properties, assets, or condition (financial or otherwise) of the Branch OfficeOffices. (d) On or before the Closing Date, Seller shall remove the ITMs at the Elizabethtown Branch in a workmanlike manner, replace vacuum tubes that existed prior to installation of the ITMs, and repair any damage caused by the removal.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authorityregulatory authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld: (i) ): cause or permit either of the Branch Office Offices to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more); (ii) business; cause either of the Branch Office Offices to transfer any Deposits Deposit, including without limitation, transfers to Seller's or any affiliates other offices or operations, except (A) pursuant to the unsolicited request of a depositor in the ordinary course of business business, or where (B) with the Deposits secure loans that are not being transferred to consent of Buyer; (iiiA) permit increase the compensation or benefits payable or to become payable to any employee of either of the Branch Office to transfer to Offices or advance the title of any such employee other than regularly scheduled increases or advancements or otherwise in accordance with Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies's customary policies and/or changes implemented throughout Seller's organization, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), or (B) cash and other normal interbank transfers which may be transferred in the ordinary course pay or agree to pay any uncommitted bonus to any employee of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any either of the Assets Branch Offices other than regular bonuses based on and consistent with historical practice; hire any new employees at or transfer any employees from other offices of Seller to be transferred (other than replacement employees and employees hired to Buyer on the Closing Date, except transfers described in clauses (Afill existing openings) through (C) either of the preceding subparagraph (iii); (v) accept Branch Offices or move any deposits at rates in excess current employee of those being paid generally at other branches either of the Branch Offices to another office of Seller or change any affiliate; offer to pay or accept and pay on any deposit account at either of the fees applicable to such Branch Offices any rate that would deviate materially from Seller's historical pricing practices, and which is higher than that generally offered by Seller on similar deposit accounts other than in accordance with changes to such fees applicable to similar accounts products at other branch offices of Seller, or; (vi) purchase any fixed assets on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) ; undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch OfficeOffices, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect any special marketing or advertising campaigns targeted to the Branch Office or the market in which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of Seller; (x) accelerate the payment of fees for safe deposit box rental, or except for new rentals or renewals in the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (b) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreementhereof, as if such representations and warranties were given as of the date of such transaction or action. (c) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in that is materially adverse to the business, operations, properties, assets, or condition (financial or otherwise) of either of the Branch OfficeOffices.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authorityregulatory authority or as otherwise contemplated by this Agreement, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:): (i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or consistent with past practices, including any obligations totaling in the aggregate $10,000 or more)commitments relating to improvements or purchases of Personal Property; (ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business solicit or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or; (viiii) purchase enter into any fixed assets on behalf discussion, commitment, agreement, understanding or other arrangement to dispose of, sell, transfer, convey or encumber any of the Assets or the Branch Office, except pursuant to this Agreement; (iv) make any material change in its customary policies for commitments made setting rates on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of Deposits at the Branch Office’s business, or any material change in its business practices for attracting or retaining deposit relationships with potential or existing customers; provided, however, that this clause shall not prohibit Seller from changing the interest rates offered or paid on Deposits provided such rates are consistent with then-prevailing market rates, or prior business practices regarding the establishment of such rate; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viiiv) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch Office, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect ; provided, however, that Seller shall continue to have the right and ability to terminate, with or without cause, any special marketing or advertising campaigns targeted employees of the Seller assigned to the Branch Office or prior to the market in which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of Seller;Closing Date; or (xvi) accelerate the payment of fees for safe deposit box rental, incur or agree to incur any obligation or liability that Buyer would be obligated to assume pursuant to this Agreement except for new rentals or renewals liabilities and obligations incurred in the ordinary course of business consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (b) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this AgreementARTICLE 3 hereof, as if such representations and warranties were given as of the date of such transaction or action. (c) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, that has resulted in a Material Adverse Change (as hereinafter defined) in the business, operations, properties, assets, or condition (financial or otherwise) of the Branch Office. (d) Notwithstanding anything set forth in this Section 5.01 to the contrary, Seller intends, and is permitted, to avail itself of certain opportunities with respect to the payment of interest on Seller’s business deposit accounts provided by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, effective as of July 21, 2011.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals Consents from Regulatory Authorities or as otherwise may be required by any Governmental Regulatory Authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:withheld or delayed): (i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or consistent with past practices, including any obligations totaling in the aggregate $10,000 or more)commitments relating to improvements or purchases of Personal Property; (ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business solicit or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change as of the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices date of Seller, orthis Agreement; (viiii) purchase enter into any fixed assets on behalf discussion, commitment, agreement, understanding or other arrangement to dispose of, sell, transfer, convey or encumber any of the Branch OfficeAssets or the Branch, except for commitments made on or before the date hereof and disclosed pursuant to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s businessthis Agreement; (viiiv) enter into make any change in its customary policies for setting rates on Deposits at the Branch, or amend any Contract relating to material change in its business practices for attracting or retaining deposit relationships with potential or existing customers; provided, however, that this clause shall not prohibit Seller from changing the Branch Office which is required to be assumed by Buyer interest rates offered or paid on Deposits provided such rates are consistent with its other banking offices or prior business practices regarding the Closing Date which cannot be terminated without cause and without payment establishment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s businesssuch rates; (viiiv) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch OfficeBranch, unless such actions are required or permitted by this Agreement; (vi) agree to increase the salary, remuneration or compensation (including insurance, pension or other benefit plan) payable or to become payable to persons employed at the Branch other than in accordance with Seller’s customary policies and/or bank-wide changes, or pay or agree to pay any uncommitted bonus to any such employees other than regular bonuses granted based on historical practice; (vii) hire any new employees at the Branch apart from hires effected to replace employees who have left the Branch; (viii) invest in any fixed assets to be located at the Branch, except for commitments made on or before the date of the Agreement which have been disclosed to Buyer and for replacements of furniture, furnishings and equipment and normal maintenance and refurbishing purchased or required by any regulatory authoritymade in the ordinary course of business; (ix) effect make any special marketing charitable contribution or advertising campaigns targeted to political donation attributable at the Branch Office or the market in for which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have would seek a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings pro rata adjustment pursuant to customers of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of SellerSection 2.06; (x) accelerate the payment of fees for safe deposit box rentalfile any application, or except for new rentals otherwise take any action, to relocate or renewals in terminate the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental paymentsoperation of the Branch; or (xi) make incur or agree to incur any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made obligation or liability that Buyer would be obligated to assume pursuant to an overdraft protection plan or similar extensions this Agreement except liabilities and obligations incurred in the ordinary course of credit in connection business consistent with a deposit accountpast practice. (b) Seller shall carry on the business of the Branch in substantially the same manner as prior to the execution of this Agreement, and Seller shall not, with regard to the Branch, engage in any activities or transactions outside its ordinary course of business as conducted as of the date hereof except for activities or transactions contemplated by this Agreement. (c) Seller shall use its commercially reasonable efforts to (i) preserve its business operations as conducted at the Branch; (ii) preserve for Buyer the goodwill of its customers and others doing business with the Branch; and (iii) cooperate with and assist Buyer in assuring the orderly transition of such Branch business from Seller to Buyer. (d) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly and except as otherwise contemplated by this Agreement, engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreementhereof, as if such representations and warranties were given as of the date of such transaction or action. (ce) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, that has resulted in a Material Adverse Change (as hereinafter defined) in Effect upon the businessBranch, operations, properties, assets, the Assets or condition (financial or otherwise) of the Branch OfficeAssumed Liabilities.

Business in Ordinary Course. (a) Seller shall: (i) conduct its business with respect to the Branch Offices and the Loans only in the usual, regular and Ordinary Course of Business; (ii) service and administer the Loans by employing the same procedures and exercising the same care that it customarily employs and exercises in servicing and administering loans for its own account, consistent with accepted banking practices of prudent lending institutions in the market in which the Branch Offices are located; (iii) use reasonable efforts to maintain good relations with employees employed at and customers of the Branch Offices and with the parties to the Loans; (iv) comply with all Applicable Laws, and all regulatory agreements, orders and directives, relating to the operation of the Branch Offices; (v) retain all necessary business permits, licenses, registrations and Governmental Authorizations relating to the Branch Offices; (vi) use its best efforts to preserve all of its existing Commitments, customers, account relationships and all other customer agreements, relationships and business at the Branch Offices; (vii) use its best efforts to cause the Personal Property currently located at the Branch Offices to be retained at the Branch Offices at Closing; and (viii) maintain in full force and effect through the Closing Date its present insurance coverage as it relates to the Assets. (b) Except as may be required to obtain regulatory approvals Regulatory Approvals or as otherwise may be required by any Governmental AuthorityEntities, after the date of this Agreement, Seller shall conduct the business of with respect to the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch OfficeOffices, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:withheld or delayed): (i) cause or permit (A) increase the rate of compensation of any of the Branch Office Offices’ officers or employees, (B) offer employment to engage any individual for an annual base salary of $50,000 or participate in more or (C) move any material transaction employees from the Branch Offices to other locations or incur or sustain any material obligation except in the ordinary course branches of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more)Seller; (ii) cause the Branch Office authorize or make any capital expenditure(s), including any expenditures with respect to transfer any Deposits except pursuant to the unsolicited request of a depositor personal property or real property, which, individually or in the ordinary course of business or where the Deposits secure loans that are not being transferred to Buyeraggregate, exceeds $7,500 for any single Branch Office; (iii) permit (A) extend any new, or renew any existing, loan (or Commitment), credit, lease, or other type of financing or renew any such type of financing in which the Branch Office maximum principal amount thereunder would pursuant to transfer to the terms thereof exceed $250,000 in principal amount, including when aggregated with any other such new extension or renewal for the same borrower, or (B) purchase any loan participation interest, which does not meet Seller’s other operations any loan policy requirements as of the Assets date of this Agreement; provided, however, that with respect to any Preclosing Loans which exceed $250,000 in principal amount, including when aggregated with any other such new extension or renewal for the same borrower, Buyer shall have five Business Days after receiving notice thereof and copies of all credit documentation that Seller has in its possession regarding such proposed loan or advance to advise Seller if it objects to any such loan, and any such loans so objected to by Buyer shall be excluded from the Assets, and any such loans consented to by Buyer shall be added to Schedule 1.1(d) and transferred to Buyer on at the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchaseClosing; (iv) make any change to (A) the interest rates or price or rates of fees, (B) the policies or programs or (C) the period of time applicable to any promotional period, in each case as in existence on the date of this Agreement with respect to the loans or deposits of, or offered by, the Branch Offices other than in the Ordinary Course of Business and as determined to be necessary or advisable by Seller in the reasonable bona fide exercise of its discretion based on changes in market conditions applicable to the Branches; provided, however, that (1) an interest rate increase on any deposit in excess of 25 basis points or a decrease in the interest rate of any loan in excess of 50 basis points shall not be deemed to be in the Ordinary Course of Business and shall require Buyer’s prior written consent (it being understood that Buyer shall not unreasonably withhold or delay its consent with respect to such actions) and (2) Seller shall be permitted to offer interest rates on any certificates of deposits or money market deposit accounts at rates that are lower than the rates offered as of the date of this Agreement without the prior written consent of Buyer; (v) authorize or allow Branch Employees at the level of branch manager or above to take vacation or other voluntary leaves of absence during the five Business Day period preceding and the ten Business Day period following, the Closing Date, other than any leave of absence that is required to be granted pursuant to the Family Medical Leave Act or other applicable law; (vi) deliver or distribute, in writing or electronically, to any customer of Seller, any notice, letter or other correspondence that is related to the Acquisition or matters of transition related thereto, including the status of such customer’s accounts or loans with Seller; (vii) make any material changes to the terms and conditions governing the Deposit accounts, other than as required by applicable law, rule or regulation; (viii) enter into any interest rate swap, collar, floor or other hedging or derivative agreement with respect to any Loan or amend, modify or supplement any thereof, or agree to any provision in any Loan entered into after the date hereof under which the borrower under such Loan shall be required or permitted, with respect to such Loan, to enter into any interest rate swap, collar, floor or other hedging or derivative agreement; (ix) amend, terminate, extend or waive any right in any material respect, with regard to any Real Estate Lease or Assumed Contract, or sell, assign or transfer, any Real Estate Lease or Assumed Contract; provided, however, that (A) in the case of any lease included in the Assumed Contracts, Seller may, without the consent of Buyer, exercise any renewal option on the renewal terms expressly set forth under such lease as of the date hereof (and without modification, for the avoidance of doubt, to the payment amount or obligations thereunder) if such lease shall expire prior to the Closing Date and Seller shall have delivered written notice to Buyer of its desire to renew or extend such lease at least 20 calendar days prior to the stated deadline in such lease for exercising such renewal or extension, and Buyer shall not have delivered to Seller, within ten calendar days following such notice from Seller, instructions not to renew or extend such lease and (B) in the case of any Assumed Contract, Seller may, without the consent of Buyer, amend or extend such Assumed Contract if it (1) involves the payment or receipt of not more than $2,500 in the aggregate during any one year period and (2) is for a term of one year or less; (x) except as required by law or the terms of the documents governing any Loan, (A) release any collateral or any party from any liability on or with respect to such Loan, (B) compromise or settle any material claims of any kind or character with respect to such Loan or (C) amend or waive any of the material rights or other terms of such Loan as set forth in the Loan documents; provided, however, that Buyer agrees not to unreasonably withhold or delay its consent to any of the actions described in clause (C) above provided that such actions are taken in accordance with the underwriting standards, pricing levels and other parameters or terms of Seller as in effect on the date hereof or as mutually agreed upon by the Buyer and Seller in writing from time to time; (xi) sell, transfer, assign, encumber or otherwise dispose of of, or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or otherwise dispose of of, any of the Assets assets or deposits of the Branch Offices, except in the Ordinary Course of Business consistent with past practice; provided, however, in no event shall Seller take any of the foregoing actions with respect to be transferred (A) any of the Owned Real Property, (B) any of the Real Estate Leases, (C) any of the Deposits or (D) any Loan; (xii) except as permitted by this Section 5.1(b), knowingly take, or knowingly permit its Affiliates to take, any action (A) impairing Buyer’s rights in any Deposit or Asset, (B) impairing in any way the ability of Buyer on to collect upon any Loan or (C) waiving any material right, whether in equity or at law, that it has with respect to any Loan; or (xiii) directly or indirectly agree or commit to take any of the foregoing actions. (c) From the date of this Agreement through the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller will not, and will not cause or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or; (vi) purchase any fixed assets on behalf of allow the Branch OfficeOffices to, except for commitments made on distribute or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend deliver any Contract relating marketing materials to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch Office, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect any special marketing or advertising campaigns targeted to the Branch Office or the market in which the Branch Office is located, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are Offices without consulting with the Buyer other than customary marketing materials in the same form as are being concurrently included in mailings to customers Ordinary Course of other branches of Seller; (x) accelerate the payment of fees for safe deposit box rental, or except for new rentals or renewals in the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental payments; or (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit accountBusiness. (bd) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this AgreementIII hereof, as if such representations and warranties were given as of the date of such transaction or action. (ce) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in that is materially adverse to the business, operations, properties, assets, or condition (financial or otherwise) of the Branch OfficeOffices.

Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authorityregulatory authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:): (i) cause or permit the Branch Office Offices to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more)business; (ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or; (vi) purchase any fixed assets on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch OfficeOffices, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ixiii) effect any special marketing Cause the transfer of Deposits from or advertising campaigns targeted to the Branch Offices in an aggregate amount exceeding $25,000, except upon the unsolicited request of a Branch Office customer in the ordinary course of business and except for Deposits relating to trust or other fiduciary accounts; (iv) Make any loan or loan commitment which will constitute a Loan to be transferred to Buyer, except loans and commitments made in the market ordinary course of business and consistent with past practices and safe and sound banking practices; (v) Accept any deposits for terms or rates in which excess of those terms and rates generally prevailing in the Branch Office is locatedOffices’ marketing area; (vi) Acquire or dispose of any furniture, provided however, that this shall not prohibit Seller from (A) engaging in its customary advertisements by means of radio, television fixtures or in newspapers or other periodicals which have a general circulation or audience in markets equipment for the Branch Offices other than that pursuant to commitments made on or before the date of this Agreement and except for replacement of furniture, fixtures and equipment and normal maintenance and refurbishing in which the ordinary course of business; (vii) Increase or agree to increase the salary, remuneration or compensation of persons employed at the Branch Office is locatedOffices other than with the consent of the Buyer, and in accordance with Seller’s customary policies and/or bank wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to the employees; (Bviii) from including statement stuffers in periodic mailings to customers of the Branch Office where such statement stuffers are Enter into, amend or renew or extend any employment contract; (ix) Change any accounting procedures or practices, except as required by generally accepted accounting principles in the same form as are being concurrently included in mailings to customers of other branches of SellerUnited States; (x) accelerate the payment of fees for safe deposit box rentalTake, or instruct its affiliates to take, any action (A) impairing Buyer’s rights in any Deposit or Asset; (B) impairing in any way the ability of Buyer to collect upon any Loan or Qualified Excluded Loan; (C) except for new rentals or renewals in the ordinary course consistent of servicing, waive any material right, whether in equity or at law, that it has with past practice, provide respect to any incentive to customers to make prepayments Loan or Qualified Excluded Loan; or (D) that could have a material adverse effect on future rental payments; orthe business or prospects of the Branch Offices or on the consummation of the transaction; (xi) make any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant to an overdraft protection plan or similar extensions of credit in connection with a deposit account. (b) Seller shall not, without Without the prior written consent of Buyer, knowingly or recklessly engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreementhereof, as if such representations and warranties were given as of the date of such transaction or action.; or; (cxii) Seller shall Fail to promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, which would not including include any changes in conditions that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in that is materially adverse to the business, operations, properties, assets, or condition (financial or otherwise) of the Branch OfficeOffices.

Business in Ordinary Course. (a) Seller shall: (i) conduct its business with respect to the Branch Office and the Loans only in the usual, regular and ordinary course of business, (ii) service and administer the Loans by employing the same procedures and exercising the same degree of care that it customarily employs and exercises in servicing and administering loans for its own account, and (iii) use reasonable efforts to maintain good relations with employees at and customers of the Branch Office, including all parties to the Loans. (b) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authorityregulatory authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, Buyer (which consent shall not be unreasonably withheld:): (i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more)business; (ii) cause offer any special rate promotions to customers of the Branch Office (unless such promotions are offered to transfer any Deposits except pursuant to the unsolicited request all customers of a depositor in the ordinary course of business or where the Deposits secure loans that are not being transferred to Buyer; (iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase; (iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii); (v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or; (vi) purchase any fixed assets on behalf of the Branch Office, except for commitments made on or before the date hereof and disclosed to Buyer on Schedule 5.01 in writing and for replacement of furniture, furnishings and equipment and normal maintenance in the ordinary course of the Branch Office’s business; (vii) enter into or amend any Contract relating to the Branch Office which is required to be assumed by Buyer on the Closing Date which cannot be terminated without cause and without payment of any amount as a penalty, bonus, premium or other compensation for termination and which is not made in the ordinary course of the Branch Office’s business; (viii) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with employees employed at, and customers of, the Branch Office, unless such actions are required or permitted by this Agreement or required by any regulatory authority; (ix) effect any special marketing or advertising campaigns targeted to the Branch Office or the general market area in which the Branch Office is located; (iii) except as otherwise provided herein, provided however, that this shall not prohibit Seller transfer to or from (A) engaging in its customary advertisements by means of radio, television or in newspapers or other periodicals which have a general circulation or audience in markets other than that in which the Branch Office is located, or (B) from including statement stuffers in periodic mailings to customers and any other office of the Branch Office where such statement stuffers are in the same form as are being concurrently included in mailings to customers of other branches of Seller; (x) accelerate the payment of fees for safe Seller any deposit box rental, or except for new rentals or renewals in the ordinary course consistent with past practice, provide any incentive to customers to make prepayments on future rental paymentsliabilities; or (xiiv) make cancel or accelerate any loans secured by Deposit Liabilities at the Branch Office except those representing overdrafts made pursuant obligation relating to an overdraft protection plan a Loan or similar extensions waive any right of credit in connection with material value relating to a deposit accountLoan. (bc) Seller shall not, without the prior written consent of Buyer, knowingly or recklessly intentionally engage in any transaction or intentionally take any action that Seller knows would render untrue in any material respect any of the representations and warranties of Seller contained in Article Three of this Agreementhereof, as if such representations and warranties were given as of the date of immediately following such transaction or action. (cd) Seller shall promptly notify Buyer in writing of the occurrence of any matter or event known to and directly involving Seller, which, not including any changes in conditions Seller that affect the banking industry generally, has resulted in a Material Adverse Change (as hereinafter defined) in is materially adverse to the business, operations, properties, assets, or condition (financial or otherwise) or prospects of the Branch OfficeOffice or the value of the Loans.