Covenants of Sound Bank. During the period from the date of the Original Agreement (except where a different commencement date for the observance or performance of a covenant is specifically referenced in this Section 5.01) and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of West Town, which prior written consent shall not be unreasonably withheld, conditioned or delayed, Sound Bank shall carry on its business, including the business of each of its Subsidiaries, only in the Ordinary Course of Business and consistent with prudent banking practices, and in compliance in all material respects with all applicable Laws. Without limiting the generality foregoing, Sound Bank 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 Sound Bank’s equity capital, operate only in the Ordinary Course of Business and, where specifically required in this Section 5.01, only with West Town’s approval or mutual agreement. Sound Bank will use commercially reasonable efforts to (i) preserve its business organization intact, (ii) keep available to itself and West Town and its Subsidiaries the present services of the current officers and employees of Sound Bank and its Subsidiaries,
