Common use of Conduct of Business Prior to Effective Time Clause in Contracts

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance until the Effective Time is the responsibility of AB&T’s and Alliance’s respective Boards of Directors and officers, AB&T and Alliance agree that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to in writing by 1st Financial’s Chief Executive Officer, AB&T and Alliance will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance each agrees that it will: (i) preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (ii) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereof; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (vii) promptly provide to 1st Financial such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees or operations, as 1st Financial reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance until the Effective Time is the responsibility of AB&T’s and Alliance’s respective Boards of Directors and officers, AB&T and Alliance agree that, between Between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to by FNB in writing by 1st Financial’s Chief Executive Officerwriting, AB&T Integrity will, and Alliance will cause each of its subsidiaries to, carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, andand will, to the extent consistent with such business and within where applicable will cause each of its ability to do so, AB&T and Alliance each agrees that it willsubsidiaries to: (i) make all reasonable efforts to preserve intact its present business organization, keep available its their present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with itthem; (ii) maintain all of its properties and equipment used in its business in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basisbasis except to the extent otherwise reasonably required by applicable laws or regulations or GAAP; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) by January 31, 2006, charge down all outstanding loans identified as being impaired by its internal or external auditors, loan review consultants, or regulatory authorities, in amounts not less than the impairments or loss amounts as so identified; (vi) achieve a Loan Loss Reserve of not less than 1.25% of loans held for investment, net of impaired loans and their related impairment (notwithstanding any other provision of this Agreement, actions taken by Integrity to fulfill the requirements of this Section 4.1(b)(vi) shall not come within the definition of Material Adverse Effect); (vii) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect policies or procedures except as may be required by law; (viviii) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereofSection 2.24 above; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (viiix) promptly provide to 1st Financial FNB such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees properties or operations, operations as 1st Financial FNB reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T FNB and Alliance First National until the Effective Time is the responsibility of AB&TFNB’s and AllianceFirst National’s respective Boards of Directors and officers, AB&T FNB and Alliance First National agree that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to in writing by 1st FinancialACB’s Chief Executive OfficerPresident, AB&T FNB and Alliance First National will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T FNB and Alliance First National each agrees that it will: (i) preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (ii) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereof; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (vii) promptly provide to 1st Financial ACB such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees or operations, as 1st Financial ACB reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance until the Effective Time is the responsibility of AB&T’s and Alliance’s respective Boards of Directors and officers, AB&T and Alliance agree that, between Between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to by Bancorp in writing by 1st Financial’s Chief Executive Officerwriting, AB&T and Alliance PSB will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance each agrees that it will: (i) make all reasonable efforts to preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with itthem; (ii) maintain all of its properties and equipment used in its business in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basisbasis except to the extent otherwise reasonably required by applicable laws or regulations and on a monthly basis after the date hereof provide the Bank with copies of month-end reconciliations for (a) correspondent bank accounts; and (b) all suspense or clearing accounts; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect policies or procedures except as may be required by lawlaw or applicable regulation; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereofSection 2.24 above; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (vii) promptly provide to 1st Financial Bancorp such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees properties or operations, operations as 1st Financial Bancorp reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties ------------------------------------------- recognize that the operation of AB&T First Savings and Alliance FSB until the Effective Time is the responsibility of AB&T’s and Alliance’s their respective Boards of Directors and officers, AB&T and Alliance agree First Savings agrees that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to in writing by 1st Financial’s Chief Executive Officerherein, AB&T First Savings and Alliance FSB each will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance each First Savings agrees that it will, and it will cause FSB to: (iI) make all reasonable efforts in good faith to preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (iiII) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iiiIII) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (ivIV) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (vV) not change its policies or procedures, including existing loan underwriting guidelines, policies or procedures in any material respect except as may be required by law; (viVI) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereof2.26 above; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and, (viiVII) promptly provide to 1st Financial BancShares such information about its and its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees properties or operations, as 1st Financial BancShares reasonably shall request.

Conduct of Business Prior to Effective Time. While Although the parties recognize that the operation of AB&T Xxxxxxxx and Alliance Xxxxxxxx Investment until the Effective Time is the responsibility of AB&T’s and Alliance’s their respective Boards of Directors and officers, AB&T and Alliance agree Xxxxxxxx agrees that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to in writing by 1st FinancialBOC’s Chief Executive Officer or Chief Financial Officer, AB&T and Alliance Xxxxxxxx will each carry on its business business, and will cause Xxxxxxxx Investment to carry on its business, in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T Xxxxxxxx agrees to use its best efforts, and Alliance each agrees that it willto cause Xxxxxxxx Investment to use its best efforts, to: (i) preserve intact its present business organization, in general to keep available its present officers and employees, and in general to preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with itit as a whole; (ii) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, to its properties, assets or employees employees, and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, policies or procedures in any material respect except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is the Policies described in Paragraph 2.25 hereof2.26; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, and not cancel, allow to be terminated or terminate, fail to renew, or modify any such bond Policy, or policy of insurance allow any Policy to be cancelled or terminated, unless the same cancelled or terminated Policy is replaced with a bond or policy providing coverage, or unless the Policy as modified provides coverage, that is substantially equivalent coverageto the Policy that is replaced or modified; and, (vii) promptly provide to 1st Financial BOC such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees or operations, as 1st Financial BOC reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties ------------------------------------------- recognize that the operation of AB&T and Alliance HC Financial until the Effective Time is the responsibility of AB&T’s HC Financial's Board of Directors and Alliance’s respective Boards officers and that the operation of High Country until the Effective Time is the responsibility of High Country's Board of Directors and officers, AB&T HC Financial and Alliance High Country agree that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to in writing by 1st Financial’s Chief Executive OfficerYadkin's President, AB&T HC Financial and Alliance High Country will each carry on its their business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T HC Financial and Alliance High Country each agrees that it will: (i) preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (ii) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 2.26 hereof; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and, (vii) promptly provide to 1st Financial Yadkin such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees or operations, as 1st Financial Yadkin reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance SSB until the Effective Time is the responsibility of AB&TSSB’s and Alliance’s respective Boards Board of Directors and officers, AB&T and Alliance agree SSB agrees that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or herein, expressly agreed to in writing by 1st FinancialBNC’s President and Chief Executive Officer, AB&T and Alliance or as may otherwise be required by governmental or regulatory authority or by law, SSB will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance each SSB agrees that it will: (i) preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (ii) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereof2.26; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and, (vii) promptly provide to 1st Financial BNC such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees or operations, as 1st Financial BNC reasonably shall request.

Conduct of Business Prior to Effective Time. While Although the parties recognize that the operation of AB&T and Alliance the SFC Companies until the Effective Time is the responsibility of AB&T’s and Alliance’s their respective Boards of Directors and officers, AB&T and Alliance agree that, between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to in writing by 1st FinancialFCB’s Chief Executive Officer, AB&T President or Chief Financial Officer, SFC and Alliance SNB each will each carry on its business their respective businesses, and will cause SIS and FFI to carry on their respective businesses, in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance subject to the use of sound business judgment, each agrees that it willof the SFC Companies will use commercially reasonable efforts to: (i) preserve intact its present business organizationorganizations, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (ii) maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, to its properties, assets or employees employees, and to the conduct of its business; (v) not change its policies or procedures, including existing loan Loan underwriting guidelines, policies or procedures in any material respect except as may be required by law; (vi) except to the extent that changed circumstances dictate otherwise, continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is the Policies described in Paragraph 2.25 hereof3.26; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, and not cancel, allow to be terminated or terminate, fail to renew, or modify any such bond Policy, or policy of insurance allow any Policy to be cancelled or terminated, unless the same cancelled or terminated Policy is replaced with a bond or policy providing coverage, or unless the Policy as modified provides coverage, that is substantially equivalent coverage; andto the Policy that is replaced or modified; (vii) promptly notify FCB of any actual or, to the Best Knowledge of SFC, threatened litigation by or against any of the SFC Companies, together with a description of the circumstances surrounding any such actual or threatened litigation, its present status and management’s evaluation of such litigation; and (viii) promptly provide to 1st Financial FCB such information about its financial condition, results of operations, prospects, businesses, assets, loan Loan portfolio, investments, properties, employees or operations, as 1st Financial FCB reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance until the Effective Time is the responsibility of AB&T’s and Alliance’s respective Boards of Directors and officers, AB&T and Alliance agree that, between Following the date of this Agreement and the Effective TimeAgreement, and except as otherwise provided herein agreed by SLCT or expressly agreed to Select Bank in writing by 1st Financial’s Chief Executive Officerwriting, AB&T PARA and Alliance Target Bank will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was has been conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance each agrees that it will: (i) make all reasonable efforts to preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with itthem; (ii) maintain all of its properties and equipment used in and material to its business in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basisbasis except to the extent otherwise reasonably required by applicable laws or regulations; (iv) within fifteen (15) days following each month-end and upon request, provide SLCT and Select Bank with copies of (a) its interim financial statements for the most recently completed month of operations; (b) month-end reconciliations for all correspondent bank accounts; and (c) month-end reconciliations for all suspense or clearing accounts; (v) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (vvi) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect policies or procedures except as may be required by lawlaw or applicable regulation; (vivii) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph Section 2.25 hereofabove; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (viiviii) promptly provide to 1st Financial SLCT and Select Bank such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees properties or operations, operations as 1st Financial SLCT or Select Bank reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance until the Effective Time is the responsibility of AB&T’s and Alliance’s respective Boards of Directors and officers, AB&T and Alliance agree that, between Between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to by UCB in writing by 1st Financial’s Chief Executive Officerwriting, AB&T and Alliance Community will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, andand will, to the extent consistent with such business and within where applicable will cause each of its ability to do so, AB&T and Alliance each agrees that it willsubsidiaries to: (i) make all reasonable efforts to preserve intact its present business organization, keep available its their present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with itthem; (ii) maintain all of its properties and equipment used in its business in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basisbasis except to the extent otherwise reasonably required by applicable laws or regulations or GAAP; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect policies or procedures except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereofSection 2.24 above; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (vii) promptly provide to 1st Financial UCB such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees properties or operations, operations as 1st Financial UCB reasonably shall request.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance until the Effective Time is the responsibility of AB&T’s and Alliance’s respective Boards of Directors and officers, AB&T and Alliance agree that, between Between the date of this Agreement and the Effective Time, and except as otherwise provided herein or expressly agreed to by FNB in writing by 1st Financial’s Chief Executive Officerwriting, AB&T and Alliance Carolina will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, andand will, to the extent consistent with such business and within where applicable will cause each of its ability to do so, AB&T and Alliance each agrees that it willsubsidiaries to: (i) make all reasonable efforts to preserve intact its present business organization, keep available its their present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with itthem; (ii) maintain all of its properties and equipment used in its business in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basisbasis except to the extent otherwise reasonably required by applicable laws or regulations or GAAP; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect policies or procedures except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereofSection 2.24 above; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and (vii) promptly provide to 1st Financial FNB such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees properties or operations, operations as 1st Financial FNB reasonably shall request. Carolina shall be permitted to conduct any proxy contests that may occur with respect to its 1999 annual shareholders meeting in the manner believed by management of Carolina, in consultation with its advisors, to be proper and in accordance with law.

Conduct of Business Prior to Effective Time. While the parties recognize that the operation of AB&T and Alliance Bank of Richmond until the Effective Time is the responsibility of AB&TBank of Richmond’s and Alliance’s respective Boards Board of Directors and officers, AB&T and Alliance agree Bank of Richmond agrees that, between the date of this Agreement and the Effective Time, and except as prohibited by law or otherwise provided herein or expressly agreed to in writing by 1st Financial’s Chief Executive OfficerFinancial Holdings’ President, AB&T and Alliance Bank of Richmond will each carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted, and, to the extent consistent with such business and within its ability to do so, AB&T and Alliance each Bank of Richmond agrees that it will: (i) use its reasonable best efforts to preserve intact its present business organization, keep available its present officers and employees, and preserve its relationships with customers, depositors, creditors, correspondents, suppliers, and others having business relationships with it; (ii) use its reasonable best efforts to maintain all of its properties and equipment in customary repair, order and condition, ordinary wear and tear excepted; (iii) maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis; (iv) comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; (v) not change its policies or procedures, including existing loan underwriting guidelines, in any material respect except as may be required by law; (vi) continue federal deposit insurance as described in Paragraph 2.26 and to maintain in force insurance such as is described in Paragraph 2.25 hereof; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified, provides substantially equivalent coverage; and, not cancel, allow to be terminated or or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalent coverage; and, (vii) promptly provide to 1st Financial Holdings such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties, employees or operations, as 1st Financial Holdings reasonably shall request.