Common use of Covenants of Company Clause in Contracts

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of Business, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), the Company shall not and shall not permit its Subsidiaries to:

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.016.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable LawLaw or any Governmental Authority, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld withheld, conditioned or delayed), Company (1) shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of Business, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except Laws (i2) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i3) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.016.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable LawLaw or any Governmental Authority, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld withheld, conditioned or delayed), the Company shall not and shall not permit its Subsidiaries to:

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of BusinessBusiness and consistent with prudent banking practice, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable best efforts to (i) preserve intact its business organizations and assetsassets intact, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), the Company shall not and shall not permit its Subsidiaries to:

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such which consent shall not to be unreasonably withheld or delayed), the Company shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of BusinessBusiness and consistent with prudent banking practice, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, securities portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such which consent shall not to be unreasonably withheld or delayed). Except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), which for purposes of giving any notices under, or requesting and giving consent under Section 5.01(q), Section 5.01(r) and Section 5.01(s), Company’s and Company Bank’s representative shall be Company’s Executive Chairman, or such other person or persons designated in writing by such Executive Chairman, and Buyer’s representative shall be Buyer’s Director of Mergers and Acquisitions, or such other person or persons designated in writing by such Director of Mergers and Acquisitions. Company and Company Bank will use commercially reasonable efforts to (i) preserve intact its business organizations and assetsorganization intact, (ii) keep available to itself and, after the Effective Time, and Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, and Buyer the goodwill of its customers, employees, lessors the customers of Company Bank and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without further limiting the generality of the foregoing provisions in this Section 5.01, and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company the Disclosure Schedule 5.01, (ii) or as otherwise expressly contemplated or permitted by this Agreement or as required consented to in writing by applicable LawBuyer, or (iii) with the prior written consent neither Company nor any of Buyer (such consent not to be unreasonably withheld or delayed), the Company shall not and shall not permit its Subsidiaries toshall, subsequent to the date of this Agreement:

Covenants of Company. During Except as set forth in Section 4.1 or Section 5.5 of the Company Disclosure Schedule, the Company covenants and agrees that, during the period from the date hereof to the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement and continuing until the Effective TimeAgreement), except (i) as set forth in Company Disclosure Schedule 5.01unless Parent shall otherwise consent, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written which consent of Buyer (such consent shall not to be unreasonably withheld or delayed)delayed (i) the businesses of the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course and in a manner consistent with past practice and, in all material respects, in compliance with applicable laws; and (ii) the Company shall carry on use its business, including reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of each of the Company and its Subsidiaries, only in to keep available the Ordinary Course services of Businessthe present officers, employees and in compliance consultants of the Company and its Subsidiaries and to preserve, in all material respects respects, the present relationships of the Company and its Subsidiaries with all applicable Lawscustomers, suppliers, advertisers, distributors and other persons with which the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries shall (except (i) as set forth in Section 4.1 of the Company Disclosure Schedule 5.01and except as otherwise specifically contemplated by the terms of this Agreement), (ii) as expressly contemplated or permitted by between the date of this Agreement and the Effective Time, directly or as required by applicable Lawindirectly do, or (iii) with propose or commit to do, any of the following without the prior written consent of Buyer Parent, which consent, only in the case of clause (such consent g) below, shall not to be unreasonably withheld or delayed): (a) make or commit to make any capital expenditures, Company and each of its Subsidiaries shallincluding, without limitation, for store remodels, in respect excess of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects $200,000 in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except aggregate, other than (i) as set forth in Company Disclosure Schedule 5.01expenditures for routine or emergency maintenance and repair, or (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the expenditures in amounts not exceeding those reflected in capital expenditure budgets supplied to Parent prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until (the Effective Time"Capital Expenditures Budgets"); provided that such expenditures shall be without significant acceleration; provided, except (i) as set forth in Company Disclosure Schedule 5.01further, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), that Parent and the Company shall agree to confer and reasonably cooperate with respect to significant capital expenditure items that are not and shall not permit its Subsidiaries to:fully committed on the date of this Agreement; (b) incur any indebtedness for borrowed money or guarantee such indebtedness of another Person (other than the Company or a wholly-owned Subsidiary of the Company) or enter into any "keep

Covenants of Company. During the period Company covenants and agrees that from the date of this Agreement and continuing hereof until the Effective TimeClosing Date (and thereafter with respect to any covenant or agreement extending beyond the Closing Date), except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as otherwise expressly contemplated permitted or permitted required by this Agreement or the Collaboration Agreement or except as otherwise consented to by Purchaser in its writing: (a) Company will use all reasonable good faith efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated hereby by the Closing Date. (b) As promptly as practicable, Company will file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it pursuant to Applicable Law in connection with this Agreement and the consummation of the other transactions contemplated hereby or the Collaboration Agreement, including without limitation all filings required under the HSR Act. (c) As promptly as practicable, Company will use all reasonable efforts to obtain, or cause to be obtained, all Consents (including, without limitation, all Governmental Approvals) necessary to be obtained by it in order to consummate the transactions contemplated hereby. (d) Company will coordinate and cooperate with Purchaser in exchanging such information and supplying such assistance as may be reasonably requested by Purchaser in connection with the filings and other actions contemplated by Section 8.2. (e) At all times prior to the Closing Date, Company will promptly notify Purchaser in writing of any fact, condition, event or occurrence known to Company in the exercise of reasonable business prudence that will or may result in the failure of any of the conditions contained in Sections 5.1 and 5.3 to be satisfied, promptly upon becoming aware of the same. (f) Except as otherwise required by applicable LawApplicable Law , Company shall not issue any news release or other public announcement, written or oral, whether in the public press or stockholders' reports (if applicable), or (iii) with otherwise, relating to the existence of or the performance under this Agreement, without the prior written consent approval of Buyer (such consent Purchaser not to be unreasonably withheld or delayed)delayed more than ten (10) Business Days. (g) Upon receipt of evidence reasonably satisfactory to Company of the loss, theft, destruction or mutilation of any Warrant or any Warrant Shares and, in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to Company, or in the case of any such mutilation, upon surrender and cancellation of any certificate therefor, Company shall carry will make and deliver, in lieu of such lost, stolen, destroyed or mutilated security, a new certificate of like nature and number. (h) Company will use its best efforts to cause the Warrant Shares to be listed or quoted, when issued and subject to official notice of issuance, on its businessall automated quotation systems on which the Company Common Stock is quoted or listed as of the date hereof, or, for so long as Purchaser or any Registered Holder (as defined in the Warrant) holds any Warrant Shares, on any other national securities exchange on which the Company Common Stock may in the future be listed, including the business of each of its Subsidiaries, only in the Ordinary Course of Business, and in compliance in without limitation filing all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself necessary additional shares notification forms and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance future listing of the foregoingPurchased Shares on any national securities exchange, from the date of this Agreement until the Effective Time, except entering into customary listing applications and agreements with such exchange. (i) For so long as set forth Purchaser or any Registered Holder (as defined in the Warrant) holds any Warrant Shares, Company Disclosure Schedule 5.01, (ii) as expressly contemplated will use its best efforts to maintain the current listing or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent quotation of Buyer (such consent not to be unreasonably withheld or delayed), the Company shall not and shall not permit Common Stock on the Nasdaq Stock Market-National Market or, if such securities are in the future listed on any national securities exchange, on such exchange. (j) For so long as Purchaser or any Registered Holder (as defined in the Warrant) holds any Warrant Shares, Company will use its Subsidiaries to:best efforts to file any periodic or current

Covenants of Company. (a) During the period from the date of this Agreement and continuing until the Effective TimeTime (or earlier termination of this Agreement in accordance with Article 7), except (i) as set forth in Section 5.01 of the Company Disclosure Schedule 5.01as of the date hereof, (ii) except as expressly contemplated or permitted by this Agreement or Agreement, except as required by applicable Law, or (iii) except with the prior written consent of Buyer Parent (such which consent will not to be unreasonably withheld or delayed), Company shall, and shall cause each Company Subsidiary to (a) carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of Business, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, including in respect of loan loss provisioning, securities, securities portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital's shareholders' equity, operate only and in compliance in all material respects in the Ordinary Course of Business with all applicable Laws, and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (ib) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable best efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the its current officers and employees of Company and its Subsidiariesexecutive officers, (iii) preserve for itself and, after the Effective Time, Buyer the intact its present relationships and goodwill of with its customers, employeessuppliers, lessors lessors, licensors, and others with whom other Persons having business relationships existwith it, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. . (b) Without limiting the generality of and in furtherance of the foregoing, during the period from the date of this Agreement until the Effective TimeTime (or earlier termination of this Agreement in accordance with Article 7), except (i) as set forth in Section 5.01 of the Company Disclosure Schedule 5.01as of the date hereof, (ii) except as expressly contemplated or permitted by this Agreement or Agreement, except as required by applicable Law, or (iii) except with the prior written consent of Buyer Parent (such which consent will not to be unreasonably withheld or delayed), the Company shall not not, and shall cause each Company Subsidiary not permit its Subsidiaries to:

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of BusinessBusiness and consistent with prudent banking practice, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable best efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), the Company shall not and shall not permit its Subsidiaries to:

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.016.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable LawLaw or any Governmental Authority, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld withheld, conditioned or delayed), Company (1) shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of Business, and in {Clients/1521/00383953.DOCX/7 }38 compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except Laws (i2) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i3) as set forth in Company Disclosure Schedule 5.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable efforts to (i) preserve intact its business organizations and assets, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.016.01, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable LawLaw or any Governmental Authority, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld withheld, conditioned or delayed), the Company shall not and shall not permit its Subsidiaries to:

Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.015.01 on the date hereof, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of Business, and in compliance in all material respects with all applicable Laws. Without limiting the generality of the foregoing, except (i) as set forth in Company Disclosure Schedule 5.015.01 on the date hereof, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and each of its Subsidiaries shall, in respect of loan loss provisioning, securities, portfolio management, compensation and other expense management and other operations which might impact Company’s equity capital, operate only in all material respects in the Ordinary Course of Business and in accordance with the limitations set forth in this Section 5.01 unless otherwise consented to in writing by Buyer (such consent not to be unreasonably withheld or delayed). Except (i) as set forth in Company Disclosure Schedule 5.015.01 on the date hereof, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Company and Company Bank will use commercially reasonable efforts consistent with past practice to (i) preserve intact its business organizations and assetsassets intact, (ii) keep available to itself and, after the Effective Time, Buyer the present services of the current officers and employees of Company and its Subsidiaries, (iii) preserve for itself and, after the Effective Time, Buyer the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue diligent collection efforts with respect to any delinquent loans loans. If Company desires to request prior written consent of Buyer with respect to any of the covenants pursuant to Section 5.01, such request shall be submitted to a central email address specified by Buyer on the date hereof, with receipt acknowledgment, and shall cite to the appropriate subsection of this Section 5.01 and shall provide reasonable detail and supporting documentation for the request. Buyer shall respond as soon as reasonably as practicable and, in the case of Section 5.01 (q) or (s), shall respond within two (2) Business Days, and, in the case of Section 5.01(r), within three (3) hours so long as the email is submitted within Buyer’s normal business hours, with an answer or to the extent within its controlrequest additional information; provided that, if Buyer does not allow respond in such respective two (2) Business Day or three (3) hour period for any material increase in delinquent loansrequest pursuant to Section 5.01 (q), (r) or (s), it shall be deemed a consent by Buyer. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (i) as set forth in Company Disclosure Schedule 5.015.01 on the date hereof, (ii) as expressly contemplated or permitted by this Agreement or as required by applicable Law, or (iii) with the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), the Company shall not and shall not permit its Subsidiaries to: