Common use of Covenants of Buyer Clause in Contracts

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (a) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.

Covenants of Buyer. From Except as otherwise contemplated by this Agreement, as required by applicable Laws or as may be approved by Seller, during the period from the date of this Agreement until to the earlier of the Effective Time Closing Date or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth Agreement in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingaccordance with Article 8: (a) amend Buyer shall have available, on the articles Closing Date, sufficient funding to enable Buyer to consummate the purchase of incorporation, bylaws or the Purchased Assets from Seller in accordance with this Agreement and otherwise to perform all of Buyer’s obligations under this Agreement and the other governing instruments of agreements to be entered into by Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative pursuant to other holders of Buyer Common Stockthis Agreement; (b) take any actionBuyer shall use commercially reasonable efforts to obtain, or knowingly fail prior to take any actionthe Closing, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) all of the Internal Revenue CodeSpecified Consents required to be obtained by Buyer; (c) take Buyer shall promptly disclose to Seller any action that is intended or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation event occurring after the date of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result which Buyer becomes aware which results in any of the conditions representations and warranties of Buyer set forth in ARTICLE 8 not being satisfiedArticle 4, or (iii) impair its ability to perform its obligations under this Agreement any of the representations or to consummate the transactions contemplated herebywarranties of Seller set forth in Article 3, except as required by applicable Law; orbeing inaccurate or untrue in any material respect; (d) agree Neither Buyer nor any of its Affiliates shall undertake or cause to takebe undertaken any non-subsurface sampling or analysis, make any commitment to takesubsurface investigation, or adopt any resolutions communication with any Governmental Entity by or on behalf of Buyer’s board Buyer or its Affiliates with regard to any Environmental Liabilities or Environmental Conditions regarding the Purchased Assets. In the event that any Governmental Entity initiates any communication (written, electronic or verbal) with Buyer pre-closing, (1) in the case of directors written or electronic communication, Buyer shall not respond to such communication and shall refer such communication to Seller for response, and (2) in support ofthe case of a verbal communication, any shall immediately refer the representative of the actions prohibited Governmental Entity to Seller’s Representative; and (e) Buyer shall use diligent efforts and negotiate in good faith with Seller the Real Estate Documents as contemplated by this Section 6.35.06(e), the Services Agreement and the Attachments.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Buyer shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned)obtained, and except as otherwise expressly contemplated herein or as set forth Previously Disclosed, Buyer covenants and agrees that it shall and shall cause each of its Subsidiaries to (x) operate its business only in Section 6.3 the usual, regular, and ordinary course, and (y) use its reasonable best efforts to preserve intact its business organization and Assets and maintain its rights and franchises; provided, that the foregoing shall not prevent any Buyer Entity from discontinuing or disposing of any of its Assets or business if such action is, in the judgment of Buyer’s Disclosure Memorandum, desirable in the conduct of the business of Buyer and its Subsidiaries. Buyer further covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: following without the prior written consent of Target, which consent shall not be unreasonably withheld, delayed or conditioned: (a) amend the articles Articles of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) Entity in a manner that would affect Seller adversely impact Target or the holders of Seller Target Common Stock adversely relative to other holders of Buyer Common Stock; or (b) take enter into any actionagreement to acquire or invest in, or knowingly fail to take make any actionacquisition of or investment in, which action or failure to act prevents or impedesany person, or could reasonably be expected to prevent of all or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) any portion of the Internal Revenue Code; (c) take any action that is intended assets, business, deposits or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation of the transactions contemplated by this Agreement or the receipt properties of any approvals other entity, other than a wholly owned Buyer Subsidiary, by purchase of or other acquisition of stock or other equity interests (other than in a fiduciary capacity in the ordinary course of business consistent with past practice), by merger, consolidation, asset purchase or other business combination, or by formation of any Regulatory Authority joint venture or third party referenced other business organization or by contributions to capital (other than by way of foreclosures or acquisitions of control in Section 7.4(aa fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business), (ii) if such acquisition or investment is reasonably likely to result in any of the conditions set forth in ARTICLE Article 8 not being satisfied, satisfied or (iii) materially impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (d) agree to take, make any commitment to take, Law or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3Agreement.

Covenants of Buyer. From the date of hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement until the earlier of the Effective Time or the termination of this Agreementrequired by applicable Law, unless without the prior written consent of Seller shall have been obtained Company (which such consent shall not to be unreasonably withheld, withheld or delayed, or conditioned), Buyer will not, and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any cause each of its Subsidiaries to do or agree or commit to do, any of the followingnot to: (a) Amend or propose to amend the articles of incorporation, bylaws Buyer Certificate or other governing instruments of Buyer Bylaws or any Significant equivalent documents of Buyer’s Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Seller the economic benefits of the Merger to the shareholders of Company or in any manner that would prohibit or hinder, impede or delay in any material respect the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stocktransactions contemplated by this Agreement; (b) take Take any action, action or knowingly fail to take any actionaction not contemplated by this Agreement that is intended or reasonably likely to (x) prevent, which action delay or failure impair Buyer’s ability to act prevents consummate the Merger or impedes, the transactions contemplated by this Agreement or could reasonably be expected to (y) prevent or impede, the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (c) take Make, declare, pay or set aside for payment of dividends payable in cash, stock or property on or in respect of, or declare or make any action that is intended or which could reasonably be expected to distribution on, any shares of its capital stock, except for (i) impede, adversely affect payments from Buyer Bank or materially delay consummation any other Subsidiary to Buyer or from any Subsidiary of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), Buyer Bank to Buyer Bank and (ii) result quarterly dividends in any the ordinary, usual and customary course of business of Buyer consistent with past practice (including consistent to past practice with respect to timing and amount as compared to the conditions set forth in ARTICLE 8 not being satisfied, quarterly dividends for the quarter immediately preceding the date of this Agreement) to holders of Buyer’s Common Stock or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Lawholders of trust preferred securities; or (d) agree Agree to take, make any commitment to take, or adopt any resolutions of Buyer’s its board of directors in support of, any of the actions prohibited by this Section 6.35.02.

Covenants of Buyer. From During the period from the date of this Agreement and continuing until the earlier of the Effective Time Time, except as expressly contemplated or permitted by this Agreement or the termination of this Agreement, unless Bank Merger Agreement or with the prior written consent of Seller the Company, Buyer and its Subsidiaries shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), carry on their respective businesses in the ordinary course consistent with past practice and consistent with prudent banking practice. Without limiting the generality of the foregoing and except as expressly contemplated herein or as set forth in Section 6.3 5.2 of Buyer’s the Buyer Disclosure MemorandumSchedule or as otherwise contemplated by this Agreement or consented to in writing by the Company, Buyer covenants shall not, and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend solely in the articles case of incorporationBuyer, bylaws declare or pay any extraordinary or special dividends on or make any other governing instruments extraordinary or special distributions in respect of any of its capital stock; provided, however, that nothing contained herein shall prohibit Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by from increasing the SEC) in a manner that would affect Seller or quarterly cash dividend on the holders of Seller Buyer Common Stock adversely relative to other holders of Buyer Common Stockin an amount consistent with past practice; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could may reasonably be expected to (i) impede, adversely affect or materially delay consummation result in any of the transactions contemplated by its representations and warranties set forth in this Agreement being or the receipt of becoming untrue in any approvals of any Regulatory Authority material respect, or third party referenced in Section 7.4(a), (ii) result in any of the conditions to the Merger set forth in ARTICLE 8 Article VII not being satisfied, or (iii) impair its ability to perform its obligations under in a violation of any provision of this Agreement except, in every case, as may be required by applicable law provided, however, that nothing contained herein shall limit the ability of Buyer to exercise its rights under the Option Agreement; (c) amend its Articles of Incorporation or By-laws or other governing instrument in a manner which would adversely affect in any manner the terms of the Buyer Common Stock or the ability of Buyer to consummate the transactions contemplated hereby, except ; (d) make or undertake any acquisition of any company or business that could jeopardize the receipt of any Requisite Regulatory Approval (as required by applicable Lawdefined in Section 7.1(c)) or materially delay the consummation of the Merger or the Subsidiary Merger; or (de) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, do any of the actions prohibited by this Section 6.3foregoing.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Target shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as otherwise expressly contemplated herein herein, Buyer shall and shall cause each of its Subsidiaries to (x) operate its business only in the usual, regular, and ordinary course, (y) preserve intact its business organization and Assets and maintain its rights and franchises, and (z) take no action which would (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby, or as set forth (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any Buyer Entity from discontinuing or disposing of any of its Assets or business if such action is, in Section 6.3 the judgment of Buyer’s Disclosure Memorandum, desirable in the conduct of the business of Buyer and its Subsidiaries. Buyer further covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingfollowing without the prior written consent of Target, which consent shall not be unreasonably withheld: (a) amend the articles Certificate of incorporation, bylaws Incorporation or other governing instruments Bylaws of Buyer or the Buyer Rights Agreement, in each case, in any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or adverse to the holders of Seller Common Stock adversely relative to other holders of Buyer Target Common Stock;, or (b) take incur any actionadditional debt obligation or other obligation for borrowed money (other than indebtedness of a Buyer Entity to another Buyer Entity) except (i) in the ordinary course of the business consistent with past practices, (ii) in order to finance the purchase price, including related expenses, of acquisitions (including the Merger) and joint ventures, (iii) pursuant to the Buyer's credit facilities as in effect on the date hereof, (iv) in order to finance the construction of an additional facility in Canada, or knowingly fail (v) in order to take any action, which action finance additional Buyer Express facilities; or failure to act prevents or impedesimpose, or could reasonably be expected suffer the imposition, on any Asset of any Buyer Entity of any Lien or permit any such Lien to prevent or impede, the Merger from qualifying exist (other than in connection with Liens in effect as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;date hereof that are disclosed in the Buyer Disclosure Memorandum); or (c) take repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans), directly or indirectly, any action that is intended shares, or which could reasonably be expected to (i) impedeany securities convertible into any shares, adversely affect or materially delay consummation of the transactions contemplated by this Agreement or capital stock of Buyer (other than in connection with the receipt conversion of any approvals currently outstanding shares of any Regulatory Authority or third party referenced in Section 7.4(a), (iiBuyer Preferred Stock) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or declare or pay any dividend or make any other distribution in respect of Buyer's capital stock (iii) impair its ability to perform its obligations under this Agreement or to consummate other than regularly scheduled dividends payable on the transactions contemplated hereby, except as required by applicable Lawoutstanding shares of Buyer Preferred Stock); or (d) agree except for this Agreement, or pursuant to takethe exercise of stock options outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof or granted after the date hereof in the ordinary course consistent with past practice, or as disclosed in Section 7.3 of the Buyer Disclosure Memorandum or in connection with acquisitions or upon the conversion of currently outstanding shares of Buyer Preferred Stock or warrants to purchase Buyer Common Stock, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Buyer Common Stock or any other capital stock of any Buyer Entity, or any stock appreciation rights, or any option, warrant, conversion, or other right to acquire any such stock, or any security convertible into any such stock; or (e) adjust, split, combine or reclassify any shares of Buyer Capital Stock or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Buyer Capital Stock (other than in connection with the conversion of currently outstanding shares of Buyer Preferred Stock or the exercise of currently outstanding warrants to purchase Buyer Common Stock) or sell, lease, mortgage or otherwise dispose of or otherwise encumber any shares of capital stock of any Buyer Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Buyer Entity) or any Asset having a book value in excess of $1,000,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) make any commitment material change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to take, conform to changes in applicable Tax Laws or adopt regulatory accounting requirements or GAAP; or (g) make any resolutions single acquisition of Buyer’s board capital stock or assets of directors any entity or enter into any joint venture in support of, which the total consideration paid or contributed by Buyer or any Buyer Entity exceeds $25 million or any combination of acquisitions of capital stock or assets of one or more entities or joint ventures in which the actions prohibited by this Section 6.3aggregate consideration paid or contributed exceeds $50 million.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Target shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned)obtained, and except as otherwise expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it shall and shall cause each of its Subsidiaries to (x) operate its business only in the usual, regular, and ordinary course, and (y) use its reasonable best efforts to preserve intact its business organization and Assets and maintain its rights and franchises; provided, that the foregoing shall not prevent any Buyer Entity from discontinuing or disposing of any of its Assets or business if such action is, in the judgment of Buyer, desirable in the conduct of the business of Buyer and its Subsidiaries. Buyer further covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingfollowing without the prior written consent of Target, which consent shall not be unreasonably withheld, delayed or conditioned: (a) amend the articles Articles of incorporationIncorporation, bylaws Bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Seller Target or the holders of Seller Target Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could reasonably be expected to (i) impede, adversely affect impede or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawAgreement; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of Except as otherwise set forth in this Agreement, unless from and after the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandumdate hereof through the Closing Date, Buyer covenants and agrees that shall not, nor shall it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingBuyer Subsidiary to: (a) amend the articles Buyer's or Merger Sub's certificate of incorporation, bylaws incorporation or other governing instruments of Buyer or by-laws in any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller is adverse to the rights of Holdings under this Agreement or to the rights of holders of Seller Common Stock adversely relative to other holders of Buyer Adelphia Common Stock; (b) amend any terms of the Adelphia Common Stock; (c) take any action, action that would or knowingly fail to take any action, which action or failure to act prevents or impedes, or could would reasonably be expected to prevent, impair or materially delay the ability of Holdings, Midwest, Buyer or Merger Sub to consummate the transactions contemplated by this Agreement; (d) consummate any Reorganization of Buyer unless (a) Capital Stock of such surviving or resulting entity is designated as the Adelphia Common Stock for all purposes hereof, (b) the common equity market capitalization of the Capital Stock of the surviving or resulting entity designated as the Adelphia Common Stock exceeds the common equity market capitalization of Adelphia Common Stock immediately prior to the consummation of such transaction, and (c) such surviving or resulting entity agrees to assume all of the obligations of Buyer under this Agreement and the Asset Purchase Agreement; (e) take any action that would prevent or impede, the Merger from qualifying as a “"reorganization” " within the meaning of Section 368(a) of the Internal Revenue Code; (cf) take any action from and after the date hereof through the Closing Date that would cause or that would reasonably be expected to cause the number of shares of Adelphia Common Stock to be delivered as the Common Stock Consideration to equal or exceed 10% of the number of issued and outstanding shares of Adelphia Common Stock as of the Closing; or (g) agree or commit to do any of the foregoing. Buyer will advise Holdings in writing promptly of the assertion, commencement or threat of any claim, litigation, labor dispute, proceeding or investigation in which Buyer or its subsidiaries is intended or a party and which could reasonably be expected to (i) impede, adversely affect have a Buyer Material Adverse Affect or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability which relates to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.

Covenants of Buyer. From During the period from the date of this Agreement and continuing until the earlier of the Effective Time Time, except as expressly contemplated or the termination of permitted by this Agreement, unless the Bank Merger Agreement or the Company Option Agreement or with the prior written consent of Seller the Company, Buyer and its Subsidiaries shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned)carry on their respective businesses in the ordinary course consistent with prudent banking practice. Without limiting the generality of the foregoing, and except as expressly contemplated herein set forth on Section 6.2 of the Buyer Disclosure Schedule or as set forth other wise contemplated by this Agreement or consented to in Section 6.3 of Buyer’s Disclosure Memorandumwriting by the Company, Buyer covenants shall not, and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend solely in the articles case of incorporationBuyer, bylaws declare or pay any extraordinary or special dividends on or make any other governing instruments extraordinary or special distributions in respect of any of its capital stock; PROVIDED, HOWEVER, that nothing contained herein shall prohibit Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by from increasing the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of quarterly cash dividend on Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could may reasonably be expected to (i) impede, adversely affect or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions to the Merger set forth in ARTICLE 8 Article VIII not being satisfied; (c) change its methods of accounting in effect at June 30, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby1999, except in accordance with changes in GAAP or regulatory accounting principles as required concurred to by applicable LawBuyer's independent auditors; (d) knowingly take any action that would result in a failure to maintain the authorization for quotation of Buyer Comon Stock on the Nasdaq/NMS; (e) take or cause to be taken any action which would disqualify the Merger as a "pooling of interests" for accounting purposes or a tax free reorganization under Section 368(a) of the Code, PROVIDED, HOWEVER, that nothing contained herein shall limit the ability of Buyer to exercise its rights under the Company Option Agreement; or (df) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, do any of the actions prohibited by this Section 6.3foregoing.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Target shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as otherwise expressly contemplated herein herein, Buyer shall and shall cause each of its Subsidiaries to (x) operate its business only in the usual, regular, and ordinary course, (y) preserve intact its business organization and Assets and maintain its rights and franchises, and (z) take no action which would (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby, or as set forth (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any Buyer Entity from discontinuing or disposing of any of its Assets or business if such action is, in Section 6.3 the judgment of Buyer’s Disclosure Memorandum, desirable in the conduct of the business of Buyer and its Subsidiaries. Buyer further covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: following without the prior written consent of Target, which consent shall not be unreasonably withheld: (a) amend the articles Certificate of incorporation, bylaws Incorporation or other governing instruments Bylaws of Buyer or the Buyer Rights Agreement, in each case, in any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or adverse to the holders of Seller Common Stock adversely relative to other holders of Buyer Target Common Stock; , or (b) take incur any action, additional debt obligation or knowingly fail other obligation for borrowed money (other than indebtedness of a Buyer Entity to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(aanother Buyer Entity) of the Internal Revenue Code; (c) take any action that is intended or which could reasonably be expected to except (i) impede, adversely affect or materially delay consummation in the ordinary course of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a)business consistent with past practices, (ii) result in any order to finance the purchase price, including related expenses, of acquisitions (including the conditions set forth Merger) and joint ventures, (iii) pursuant to the Buyer's credit facilities as in ARTICLE 8 not being satisfied28 29 effect on the date hereof, (iv) in order to finance the construction of an additional facility in Canada, or (iiiv) impair its ability in order to perform its obligations finance additional Buyer Express facilities; or impose, or suffer the imposition, on any Asset of any Buyer Entity of any Lien or permit any such Lien to exist (other than in connection with Liens in effect as of the date hereof that are disclosed in the Buyer Disclosure Memorandum); or (c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under this Agreement employee benefit plans), directly or to consummate indirectly, any shares, or any securities convertible into any shares, of the transactions contemplated herebycapital stock of Buyer (other than in connection with the conversion of currently outstanding shares of Buyer Preferred Stock) , except as required by applicable Lawor declare or pay any dividend or make any other distribution in respect of Buyer's capital stock (other than regularly scheduled dividends payable on the outstanding shares of Buyer Preferred Stock); or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.

Covenants of Buyer. From During the period from the date of this Agreement ------------------ and continuing until the earlier of the Effective Time Time, except as expressly contemplated or the termination of permitted by this Agreement, unless Agreement or with the prior written consent of Seller Ravenna, Buyer and its Subsidiary shall have been obtained carry on their respective businesses in the ordinary course consistent with past practice and consistent with prudent banking practice. Buyer will use its best efforts to (which consent shall not be unreasonably withheld, delayed, or conditioned), x) preserve its business organization and that of its Subsidiary intact and (y) preserve for itself and Ravenna the goodwill of the customers of Buyer and its Subsidiary and others with whom business relationships exist. Without limiting the generality of the foregoing and except as expressly contemplated herein set forth on Section 5.2 of the Buyer Disclosure Schedule or as set forth otherwise contemplated by this Agreement or consented to in Section 6.3 of Buyer’s Disclosure Memorandumwriting by Ravenna, Buyer covenants shall not, and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingSubsidiary to: (a) amend declare or pay any extraordinary or special dividends on or make any other extraordinary or special distributions in respect of any of its capital stock; provided, however, that nothing contained herein shall prohibit Buyer -------- ------- from increasing the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by quarterly cash dividend on the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, action that is intended or knowingly fail to take any action, which action or failure to act prevents or impedes, or could may reasonably be expected to prevent result in any of its representations and warranties set forth in this Agreement being or impedebecoming untrue in any material respect, or in any of the conditions to the Merger from qualifying set forth in Article VII not being satisfied or in a violation of any provision of this Agreement except, in every case, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codemay be required by applicable law; (c) change its methods of accounting in effect at June 30, 1999, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by Buyer's independent auditors; (d) take or cause to be taken any action which would disqualify the Merger as a tax free reorganization under Section 368 of the Code; (e) take any action that is intended which would cause the termination or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation cancellation by the FDIC of insurance in respect of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawAssociation's deposits; or (df) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, do any of the actions prohibited by this Section 6.3foregoing.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Target shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned)obtained, and except as otherwise expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingfollowing without the prior written consent of Target, which consent shall not be unreasonably withheld, delayed or conditioned: (a) amend the articles certificate of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Seller Target or the holders of Seller Target Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could reasonably be expected to (i) impede, adversely affect impede or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawAgreement; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Target shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned)obtained, and except as otherwise expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingfollowing without the prior written consent of Target, which consent shall not be unreasonably withheld, delayed or conditioned: (a) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would adversely affect Seller Target or the holders of Seller Target Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could reasonably be expected to (i) impede, adversely affect impede or materially delay consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; orAgreement; (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3; or (e) take any action that could reasonably be expected to impede or materially delay the receipt of the required consents of the Regulatory Authorities described below in Section 7.4.

Covenants of Buyer. From During the period commencing on ------------------ the date of this Agreement until hereof and continuing through the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure MemorandumClosing Date, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the articles transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, the Company in connection with any such requirements imposed upon the Company or upon any of incorporation, bylaws the Affiliates of the Company in connection therewith or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stockherewith; (b) take use its reasonable best efforts to obtain any actionconsent, authorization or approval of, or knowingly fail exemption by, any Person required to take any action, which action be obtained or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, made by Buyer in connection with the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codetransactions contemplated by this Agreement; (c) take any action that is intended or which could reasonably be expected use its reasonable best efforts to (i) impedepreserve intact its business organization, adversely affect or materially delay consummation of employees and other business relationships, to operate its business in the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced Ordinary Course and to maintain its books, records and accounts in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; oraccordance with GAAP; (d) agree use its reasonable best efforts to takebring about the satisfaction of the conditions precedent to Closing set forth in Sections 6.01 and 6.03 of this Agreement; (e) promptly advise the Company orally and, make within three business days thereafter, in writing of any commitment change in the Company's business or condition that has had or may have a material adverse effect on Buyer; and (f) deliver to takethe Company prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or adopt any resolutions omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of Buyer’s board such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of directors such untrue statement or omission shall not prevent the Company from terminating this Agreement pursuant to Section 9.01(d) hereof at any time at or prior to the Closing in support of, respect of any of the actions prohibited by this Section 6.3original untrue or misleading statement.

Covenants of Buyer. From (a) Except as and to the date extent required by applicable Law (in which case the nature of the announcement shall be described to Company and Members, and Company and Members shall be allowed reasonable time to comment prior to dissemination), prior to the Closing, Buyer shall not make any public comment, statement or communication, nor shall Buyer make any announcement to any of its customers, vendors or underwriters, with respect to, or otherwise disclose or permit the disclosure of the existence or terms of the discussions regarding, this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless other Transaction Documents or the transactions contemplated hereby or thereby without the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (a) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock;Company. (b) From the date hereof to the Closing Date, as promptly as practicable, Buyer will: (i) use commercially reasonable efforts to take any actionall actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby on or before the Closing Date; (ii) file or supply, or knowingly fail cause to take any actionbe filed or supplied, which action all applications, notifications and information required to be filed or failure supplied by Buyer pursuant to act prevents or impedes, or could reasonably be expected to prevent or impedeapplicable Law in connection with this Agreement, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) purchase and transfer of the Internal Revenue Code;Assets pursuant hereto and the consummation of the other transactions contemplated hereby; (iii) coordinate and cooperate with Company and Members in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Company and Members in connection with any filings and other actions contemplated by Section 6.1(e); and (iv) extend credit to Company in accordance with the terms and conditions of the Bridge Loan. Notwithstanding the foregoing, Buyer shall not be obligated to obtain or make any authorization, consent, filing or approval if, in Buyer's reasonable judgment, doing so could have a Material Adverse Effect on Buyer. (c) Following the Closing, Buyer shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take any action that is intended such other actions as shall be necessary, or which could otherwise reasonably be expected requested by Company, to (i) impede, adversely affect or materially delay confirm and assure the rights and obligations provided for in this Agreement and in the other Transaction Documents and render effective the consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or. (d) agree Prior to takethe Closing, make any commitment all information received from Members and Company prior to take, or adopt any resolutions of Buyer’s board of directors in support of, any the Closing shall be deemed received pursuant to the confidentiality provisions of the actions prohibited by this Confidentiality Agreement, and Buyer shall comply with the confidentiality provisions of the Confidentiality Agreement with respect to such information. (e) Subject to the last paragraph of Section 6.33.2(b), from the Closing Date through December 31, 2004, Buyer shall: (i) maintain records regarding the Business and the Assets in a Division of Buyer or one of its Subsidiaries; (ii) conduct the Business of Buyer in a commercially reasonable manner (including discontinuing all or any portion of the Business if it is commercially reasonable to do so); (iii) not, in connection with the operation of the Business, except in the ordinary course of business, waive any rights of any substantial value (including, without limitation, in connection with any transaction between the Division, on the one hand, and Buyer and its Subsidiaries on the other hand) unless the full amount of such rights are credited toward the calculation of the Earn-Out Consideration; and (iv) exercise the same degree of diligence in collecting accounts receivable relating to the Division that it employs in the collection of its own accounts receivable. (f) On or prior to the Closing Date, Buyer shall offer employment to all employees listed on Schedule 6.2

Covenants of Buyer. From Buyer covenants to Seller as follows: 7.1 Seller shall have the date right, at any time prior to the Closing Date, to examine the books and records of Buyer concerning, or with respect to, the Transferred Assets during reasonable business hours. No such examination, however, shall constitute a waiver or relinquishment by Seller of its right to rely upon Buyer's covenants, representations, and warranties as made herein or pursuant hereto. Seller shall bring to Buyer's attention any material violation of this Agreement until by Buyer that Seller discovers during the earlier course of such examination. Seller will hold in confidence all information so obtained, and any document or instrument heretofore or hereafter obtained by Seller in connection herewith shall be held in express trust for and on behalf of Buyer. 7.2 Buyer further covenants that it shall, between the date hereof and the time of Closing, (a) continue to conduct its business in the same manner as in the past and in the normal and ordinary course of business; (b) use its reasonable best efforts to preserve intact its present business organization and to keep available the services of its respective present officers; (c) not create, incur, assume, guarantee or otherwise become liable with respect to any material indebtedness related to or concerning the Transferred Assets; (d) maintain its books, accounts and records related to or concerning the Transferred Assets in the usual, regular and ordinary manner; (e) not dispose of or encumber any of the Effective Time Transferred Assets; and (f) not merge or the termination consolidate with any other corporation or, except for portfolio investments, acquire or agree to acquire any stock or assets of this Agreementany other person, unless firm, association, corporation or other business organization. 7.3 Without the prior written consent of Seller shall have been obtained (which consent Seller, Buyer shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (a) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that would cause or tend to cause the conditions to the obligations of the parties hereto to effect the transactions contemplated hereby not to fulfilled, including, without limitation, taking, or causing to be taken, or permitting or suffering to be taken or to exist any action, condition or thing that would cause the representations and warranties made by Buyer herein not to be true, correct and accurate as of the Closing. 7.4 Buyer shall promptly file or submit and diligently prosecute any and all applications or notices with public authorities, federal, state or local, domestic or foreign, and all other requests for approvals to any private persons, the filing or granting of which is intended necessary, or which could reasonably be expected to (i) impedeis deemed necessary or appropriate by any party hereto, adversely affect or materially delay for the consummation of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any hereby. 7.5 Buyer shall take all reasonable steps which are within its power to cause to be fulfilled those of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability precedent to perform its obligations under this Agreement or the obligation of Seller to consummate the transactions contemplated herebyhereby which are dependent upon the actions of Buyer. 7.6 Buyer will cause Coopers & Lybrand to complxxx xx audit of Buyer's assets which include the Transferred Assets as of December 31, 1995 and will upon completion of such audit, which shall occur prior to Closing, deliver a copy of same to Seller along with a letter from Cooper & Lybrand xxxxxrizxxx Xxxler to rely upon such audit in the transactions contemplated by this Agreement. 7.7 Buyer acknowledges that the NAC Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided by Section 4(2) of said Act for transactions by an issuer not involving any public offering and, in connection therewith, it is agreed by the parties that: a) Buyer acknowledges receipt of a copy of Seller's Form 10-KSB Report for its fiscal year ended December 31, 1994, Seller's Form 10-QSB Report for its fiscal quarter ended September 30, 1995, a copy of Seller's Annual Report to Stockholders and Proxy Statement for its annual stockholder's meeting held on August 29, 1995, and that Buyer has had an opportunity to ask any questions Buyer might have concerning the operation and financial condition of Seller. Buyer has relied on its own due diligence review of Seller's business, operations and records in connection with its investment in the NAC shares pursuant to this Agreement and has not relied upon any financial projections contained in Seller's Subordinated Debenture Offering Memorandum dated March 20, 1995. b) The certificates for the NAC Shares will bear a restrictive legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." c) Buyer hereby confirms that the NAC shares will be acquired for investment for its account, not as nominee or agent, and not with a view to the resale for distribution of any part thereof in a manner which would require registration under the Securities Act or any applicable state securities laws, and that Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. 7.8 Buyer agrees that before Closing it will not interfere with the conduct of the ordinary business activities of the employees, agents, customers of the Seller or its Subsidiaries, except as to the limited extent reasonably required by applicable Law; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any for the continued analysis and of the actions prohibited by this Section 6.3condition of the Seller and its Subsidiaries. 7.9 Buyer agrees that before Closing it will not purchase any NAC Shares, except pursuant to a written agreement with NAC.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller Target shall have been obtained obtained, and except as otherwise expressly contemplated herein, Buyer covenants and agrees that it shall (a) continue to conduct its business and the business of its Subsidiaries in a manner designed in its reasonable judgment, to enhance the long-term value of the Buyer Common Stock and the business prospects of the Buyer Entities and to the extent consistent therewith use all reasonable efforts to preserve intact the Buyer Entities' core businesses and goodwill with their respective employees and the communities they serve, (b) make no material change in any Tax or accounting methods or systems of internal accounting controls nor make or revoke any Tax election, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP, (c) not enter into any agreement with respect to, or consummate, any acquisition by Buyer of any Person or assets the consummation of which would require the filing of a current report on Form 8-K pursuant to Item 2 thereof with the SEC, (d) take no action or actions that would reasonably be expected to cause a Buyer Material Adverse Effect, and (e) take no action which would (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b), or (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that, subject to clauses (c) and (d) above, the foregoing shall not prevent any Buyer Entity from acquiring any Assets or other businesses or from discontinuing or disposing of any of its Assets or business if such action is, in the reasonable judgment of Buyer, desirable in the conduct of the business of Buyer and its Subsidiaries, provided that such actions shall not materially delay the Effective Time or materially hinder consummation of the Merger. Buyer further covenants and agrees that it will not, without the prior written consent of Target, which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (a) amend the articles Buyer Certificate of incorporationIncorporation or Buyer Bylaws, bylaws or other governing instruments of Buyer or in each case, in any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or adverse to the holders of Seller Target Common Stock adversely relative as compared to other rights of holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying Stock generally as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (c) take any action that is intended or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation date of the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3Agreement.

Covenants of Buyer. From Prior to the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure MemorandumClosing, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingshall: (a) amend file any forms or related material that Buyer may be required to file with the articles Federal Trade Commission and the Antitrust Division of incorporationthe United States Department of Justice under the HSR Act, bylaws use its reasonable efforts to obtain termination of the applicable waiting period, provided, however, that Buyer shall not be obligated to commence or other governing instruments defend any legal proceeding or to dispose of or hold separate any assets, category of assets, or business of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect of its Affiliates or Seller or any Selling Affiliate in order to secure termination of the holders of Seller Common Stock adversely relative to other holders of Buyer Common StockHSR waiting period, and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; (b) take promptly notify Seller of (i) any actionrepresentation or warranty of Buyer set forth in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 3.2(a) would not be satisfied if the Closing were to occur at such time, or knowingly fail to take (ii) any action, which action breach of any covenant or failure to act prevents agreement of Buyer set forth in this Agreement or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) any of the Internal Revenue Codeother Transaction Documents such that the condition set forth in Section 3.2(b) would not be satisfied if the Closing were to occur at such time; (c) take any action that is intended or which could as reasonably be expected requested by Seller, meet and confer with representatives of Seller to (i) impedediscuss transition matters relating to, adversely affect or materially delay consummation of and the transactions contemplated by this Agreement or general status of, the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of Acquired Business and the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawPurchased Assets; orand (d) agree cooperate with Seller, use its commercially reasonable efforts to takecause the conditions to Seller’s obligation to close to be satisfied (including the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental filings, make any commitment authorizations, approvals, consents, releases and terminations required to takebe obtained by Buyer and the Buying Affiliates hereunder); provided that notwithstanding the foregoing, or adopt any resolutions Buyer will provide copies of Buyer’s board of directors in support of, any of the actions prohibited by all documentation necessary to comply with this Section 6.34.2(d) to Seller for its review and approval prior to submitting such documentation to the appropriate Persons.

Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandum, Buyer covenants and agrees agrees, so long as any Assumed IDRB Indebtedness is outstanding, to cause the Assets that were acquired, constructed, improved or equipped with the proceeds of the Related Bonds to be used as facilities for the local furnishing of electric energy within the meaning of Section 103(b)(4)(E) of the 1954 Code or Section 142(a)(8) of the IRC, as the case may be. Buyer further covenants that it will has not do or agree or commit made an election pursuant to doSection 142(f)(4)(B) of the IRC to terminate tax-exempt bond financing by Buyer. Buyer further covenants and agrees, or permit so long as any of its Subsidiaries to do or agree or commit to doAssumed IDRB Indebtedness is outstanding, any of the following: (aA) amend It will not cause or permit to be caused any reissuance under Section 1001 of the articles IRC without first obtaining a "no adverse effect" opinion of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stockbond counsel; (bB) It will not cause an extension of the maturity of the Related Bonds without first obtaining a "no adverse effect" opinion of bond counsel; (C) It will not take or cause to be taken any actionaction that would cause the Related Bonds to be arbitrage bonds under Section 148 of the IRC, or knowingly fail to take any actionincluding, which action or but not limited to, the failure to act prevents or impedesrebate arbitrage profits, or could reasonably be expected to prevent or impedeif any, the Merger from qualifying as a “reorganization” within the meaning of required by Section 368(a148(f) of the Internal Revenue CodeIRC; (cD) It will not take any action that is intended or which could reasonably would cause the Related Bonds not to be expected to (iregistered in accordance with Section 149(a) impede, adversely affect or materially delay consummation of the transactions contemplated by this Agreement IRC; (E) It will not permit the Related Bonds to become directly or the receipt of any approvals of any Regulatory Authority or third party referenced in indirectly "federally guaranteed" under Section 7.4(a), (ii) result in any 149 of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawIRC; orand (dF) agree It will comply with each representation, warranty, covenant or other agreement or obligation set out by the IDRB Documents relating to take, make any commitment to take, or adopt any resolutions the Assumed IDRB Indebtedness as in effect on the date of Buyer’s board execution of directors in support of, any of the actions prohibited by this Section 6.3Agreement.

Covenants of Buyer. From During the period commencing on ------------------ the date of this Agreement until hereof and continuing through the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure MemorandumClosing Date, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the articles transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, the Company in connection with any such requirements imposed upon the Company or upon any of incorporation, bylaws the Affiliates of the Company in connection therewith or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stockherewith; (b) take use its reasonable best efforts to obtain any actionconsent, authorization or approval of, or knowingly fail exemption by, any Person required to take any action, which action be obtained or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, made by Buyer in connection with the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codetransactions contemplated by this Agreement; (c) take any action that is intended or which could reasonably be expected use its reasonable best efforts to (i) impedepreserve intact its business organization, adversely affect or materially delay consummation of employees and other business relationships, to operate its business in the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced Ordinary Course and to maintain its books, records and accounts in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; oraccordance with GAAP; (d) agree use its reasonable best efforts to takebring about the satisfaction of the conditions precedent to Closing set forth in Sections 6.01 and 6.03 of this Agreement; (e) promptly advise Company orally and, make within three business days thereafter, in writing of any commitment change in the Buyer's business or condition that has had or may have a Material Adverse Effect on the Buyer; and (f) deliver to takethe Company prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or adopt any resolutions omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of Buyer’s board such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, -------- ------- that the disclosure of directors such untrue statement or omission shall not prevent the Company from terminating this Agreement pursuant to Section 9.01(d) hereof at any time at or prior to the Closing in support of, respect to any of the actions prohibited by this Section 6.3original untrue or misleading statement.

Covenants of Buyer. From During the period commencing on the date of this Agreement until hereof and continuing through the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained (which consent shall not be unreasonably withheld, delayed, or conditioned), and except as expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure MemorandumClosing Date, Buyer covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the articles transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, the Company in connection with any such requirements imposed upon the Company or upon any of incorporation, bylaws the Affiliates of the Company in connection therewith or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stockherewith; (b) take use its reasonable best efforts to obtain any actionconsent, authorization or approval of, or knowingly fail exemption by, any Person required to take any action, which action be obtained or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, made by Buyer in connection with the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codetransactions contemplated by this Agreement; (c) take any action that is intended or which could reasonably be expected use its reasonable best efforts to (i) impedepreserve intact its business organization, adversely affect or materially delay consummation of employees and other business relationships, to operate its business in the transactions contemplated by this Agreement or the receipt of any approvals of any Regulatory Authority or third party referenced Ordinary Course and to maintain its books, records and accounts in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; oraccordance with GAAP; (d) agree advise promptly the Company orally and, within three (3) Business Days thereafter, in writing of any change in Buyer's business or condition that has had or may have a material adverse effect on Buyer's business or financial condition; (e) use its reasonable best efforts to take, make bring about the satisfaction of the conditions precedent to Closing set forth in Section 6.02 of this Agreement; and (f) deliver to the Company prior to the Closing a written statement disclosing any commitment to takeuntrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or adopt any resolutions omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of Buyer’s board such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of directors such untrue statement or omission shall not prevent the Company from terminating this Agreement pursuant to Section 9.01(d) hereof at any time at or prior to the Closing in support of, respect of any of the actions prohibited by this Section 6.3original untrue or misleading statement.

Covenants of Buyer. (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained Target (which consent shall not be unreasonably withheld, delayed, or conditioned)) shall have been obtained, and except as otherwise expressly contemplated herein or as set forth in Section 6.3 of Buyer’s Disclosure Memorandumherein, Buyer covenants and agrees that (except as set forth in Section 7.3 of the Buyer Disclosure Memorandum and except as otherwise specifically contemplated by the terms of this Agreement): (b) it will not do shall continue to conduct its business and the business of its Subsidiaries in the ordinary course, use commercially reasonable efforts to preserve intact the Buyer Entities’ core businesses, to keep available the services of the present officers, and key employees of Buyer and its Subsidiaries and to preserve the present relationships of Buyer and its Subsidiaries with persons with which Buyer or agree or commit to do, or permit any of its Subsidiaries has significant business relations, except for any failures which would not reasonably be likely to do or agree or commit to do, any of the following:have a Buyer Material Adverse Effect, (ac) it shall not (i) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined its organizational documents in Regulation S-X promulgated by the SEC) in such a manner that as would affect Seller or the cause holders of Seller Target Common Stock adversely relative that receive Buyer Common Stock pursuant to the Merger to be treated differently than other holders of Buyer Common Stock, (ii) declare, set aside or pay any dividend payable in cash, stock or property or make any other distribution with respect to Buyer Common Stock, or (iii) repurchase, redeem or otherwise acquire or exchange (other than in the ordinary course under employee benefit plans or agreements), directly or indirectly, any shares or any securities convertible into any shares, of the capital stock of Buyer; (bd) take any action, it shall not adopt a plan of complete or knowingly fail partial liquidation with respect to take any action, which action Buyer or failure to act prevents resolutions providing for or impedes, authorizing such a liquidation or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codedissolution; (ce) it shall not acquire any Assets or other businesses outside of the ordinary course of business utilizing existing balance sheet cash or cash equivalents in excess of $250 million; and (f) it shall not take any action that is intended or which could would reasonably be expected to (i) impede, materially adversely affect or materially delay consummation the ability of any Party to obtain any Consents required for the transactions contemplated by this Agreement hereby or the receipt of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in materially adversely affect the ability of any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability Party to perform its obligations covenants and agreements under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3Agreement.

Covenants of Buyer. From During the period from the date of this -------------------- Agreement and continuing until the earlier of the Effective Time Time, except as expressly contemplated or the termination of permitted by this Agreement, unless the Bank Merger Agreement or the Option Agreement or with the prior written consent of Seller the Company, Buyer and its Subsidiaries shall have been obtained carry on their respective businesses in the ordinary course consistent with past practice and consistent with prudent banking practice. Buyer will use its best efforts to (which consent shall not be unreasonably withheld, delayed, or conditioned), x) preserve its business organization and that of its Subsidiaries intact and (y) preserve for itself and the Company the goodwill of the customers of Buyer and its Subsidiaries and others with whom business relationships exist. Without limiting the generality of the foregoing and except as expressly contemplated herein set forth on Section 5.2 of the Buyer Disclosure Schedule or as set forth otherwise contemplated by this Agreement or consented to in Section 6.3 of Buyer’s Disclosure Memorandumwriting by the Company, Buyer covenants shall not, and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend declare or pay any extraordinary or special dividends on or make any other extraordinary or special distributions in respect of any of its capital stock; provided, however, that nothing contained herein shall prohibit Buyer from increasing the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by quarterly cash dividend on the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, action that is intended or knowingly fail to take any action, which action or failure to act prevents or impedes, or could may reasonably be expected to prevent result in any of its representations and warranties set forth in this Agreement being or impedebecoming untrue in any material respect, or in any of the conditions to the Merger from qualifying set forth in Article VII not being satisfied or in a violation of any provision of this Agreement or the Bank Merger Agreement, except, in every case, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codemay be required by applicable law; (c) change its methods of accounting in effect at December 31, 1997, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by Buyer's independent auditors; (d) take or cause to be taken any action which would disqualify the Merger as a "pooling of interests" for accounting purposes or a tax free reorganization under Section 368 of the Code, provided, however, that nothing contained herein shall limit the ability of Buyer to exercise its rights under the Option Agreement; (e) take any action that is intended which would cause the termination or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation cancellation by the FDIC of the transactions contemplated by this Agreement or the receipt insurance in respect of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawFirst Savings Bank's deposits; or (df) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, do any of the actions prohibited by this Section 6.3foregoing.

Covenants of Buyer. From (a) Buyer hereby covenants and agrees that for a period of two (2) years following the date of this Agreement until Closing Date, it will not, except with the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Seller shall have been obtained the Selling Shareholders Representative (i) sell a material portion of the assets of the Company to, (ii) sell a controlling interest in the common stock of Holdings or the Company to, (iii) merge or consolidate Holdings or the Company with and into or (iv) enter into any management agreement with, in the case of (i) through (iv) above, Sydran Food Services II, L.P. or any successor thereto or (v) except in the normal course of business, generally take or permit to be taken any action the effect of which consent shall not would be unreasonably withheldto reduce significantly the home office operations of the Company in Syracuse, delayed, New York or conditioned), the personnel employed there. (b) For as long as either Xx. Xxxxxx or Xx. Xxxxxxxxx remains employed by the Company or any of its affiliates and except as expressly contemplated herein or as set forth in Section 6.3 for a period of Buyer’s Disclosure Memorandumtwelve (12) months thereafter, Buyer covenants and agrees that it will not do permit either Holdings or agree or commit the Company to do, or permit any amend Article Ninth of its Subsidiaries to do or agree or commit to do, any their respective Certificates of Incorporation without the consent of the following: (a) amend the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;Selling Shareholders Representative. (c) take any action that is intended or which could reasonably be expected to Buyer shall promptly notify the Selling Shareholders Representative of: (i) impedeany notice of other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity in connection with the transactions contemplated by this Agreement; (iii) any actions, adversely affect suits, claims, investigations or materially delay proceedings commenced or, to its knowledge, threatened, relating to or involving or otherwise affecting Buyer or BIB that relate to the consummation of the transactions contemplated by this Agreement Agreement; (iv) the occurrence, or the receipt failure to occur, of any approvals condition, event or development that (A) causes any representation or warranty of Buyer or BIB contained in this Agreement and qualified as to materiality to be untrue or inaccurate, or causes any representation or warranty contained in this Agreement and not so qualified to be untrue or inaccurate in any material respect, at any time from the date hereof to the Closing Date or (B) would have been required to be set forth or described in the Schedules hereto if existing or known at the date of this Agreement; and (v) any failure on the part of Buyer or BIB to comply with or perform in any material respect any agreement or covenant to be complied with or performed by it hereunder; PROVIDED that the delivery of any Regulatory Authority notice pursuant to this Section 5.02(b) shall not limit or third party referenced in Section 7.4(a)otherwise affect the remedies available hereunder to the Selling Shareholders. (d) Neither Buyer nor BIB shall take any action prior to the Closing that would, (ii) or that would reasonably be expected to, result in (A) any of the representations or warranties of Buyer or BIB set forth in this Agreement becoming untrue, or (B) any of the conditions of the purchase and sale of the Securities set forth in ARTICLE 8 Article III hereof not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (d) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, any of the actions prohibited by this Section 6.3.

Covenants of Buyer. From During the period from the date of this ------------------ Agreement and continuing until the earlier of the Effective Time Time, except as expressly contemplated or the termination of permitted by this Agreement, unless the Bank Merger Agreement or the Option Agreement or with the prior written consent of Seller the Company, Buyer and its Subsidiaries shall have been obtained carry on their respective businesses in the ordinary course consistent with past practice and consistent with prudent banking practice. Buyer will use its best efforts to (which consent shall not be unreasonably withheld, delayed, or conditioned), x) preserve its business organization and that of its Subsidiaries intact and (y) preserve for itself and the Company the goodwill of the customers of Buyer and its Subsidiaries and others with whom business relationships exist. Without limiting the generality of the foregoing and except as expressly contemplated herein set forth on Section 5.2 of the Buyer Disclosure Schedule or as set forth otherwise contemplated by this Agreement or consented to in Section 6.3 of Buyer’s Disclosure Memorandumwriting by the Company, Buyer covenants shall not, and agrees that it will shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the followingto: (a) amend declare or pay any extraordinary or special dividends on or make any other extraordinary or special distributions in respect of any of its capital stock; provided, however, that nothing contained herein shall prohibit -------- ------- Buyer from increasing the articles of incorporation, bylaws or other governing instruments of Buyer or any Significant Subsidiaries (as defined in Regulation S-X promulgated by quarterly cash dividend on the SEC) in a manner that would affect Seller or the holders of Seller Common Stock adversely relative to other holders of Buyer Common Stock; (b) take any action, action that is intended or knowingly fail to take any action, which action or failure to act prevents or impedes, or could may reasonably be expected to prevent result in any of its representations and warranties set forth in this Agreement being or impedebecoming untrue in any material respect, or in any of the conditions to the Merger from qualifying set forth in Article VII not being satisfied or in a violation of any provision of this Agreement or the Bank Merger Agreement, except, in every case, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Codemay be required by applicable law; (c) change its methods of accounting in effect at December 31, 1997, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by Buyer' s independent auditors; (d) take or cause to be taken any action which would disqualify the Merger as a "pooling of interests" for accounting purposes or a tax free reorganization under Section 368 of the Code, provided, however, that nothing -------- ------- contained herein shall limit the ability of Buyer to exercise its rights under the Option Agreement; (e) take any action that is intended which would cause the termination or which could reasonably be expected to (i) impede, adversely affect or materially delay consummation cancellation by the FDIC of the transactions contemplated by this Agreement or the receipt insurance in respect of any approvals of any Regulatory Authority or third party referenced in Section 7.4(a), (ii) result in any of the conditions set forth in ARTICLE 8 not being satisfied, or (iii) impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable LawFirst Savings Bank's deposits; or (df) agree to take, make any commitment to take, or adopt any resolutions of Buyer’s board of directors in support of, do any of the actions prohibited by this Section 6.3foregoing.