Common use of Covenants of the Parties Clause in Contracts

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.

Covenants of the Parties. 7.1 Activity Section 5.1 Conduct of the Business of the Company. From the date hereof -------------------------------------- until the Effective Time, except as expressly contemplated or allowed by this Agreement (including the Distribution), the Company and the Non-Energy Subsidiaries shall conduct their businesses in the Ordinary Courseordinary course consistent with past practice and shall use commercially reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Until Without limiting the Closing Dategenerality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated or allowed by this Agreement (including the Distribution), the Company will not (and will not permit any of its Non-Energy Subsidiaries to) take any action or knowingly omit to take any action that would make any of its representations and warranties contained herein false to an extent that would cause the condition set forth in Section 6.3(b) not to be satisfied. In addition, except as expressly contemplated or allowed by the terms of this Agreement, and except as expressly provided in Schedule 5.1 of the Company Disclosure Letter, without the prior written consent of Parent, which, in the case of clause (d), shall not be unreasonably withheld, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following and shall not permit its Non-Energy Subsidiaries to do any of the following: (a) Seller shall conduct Other than the business Distribution or pursuant to the Pharma Merger or the Share Exchange Agreements, declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities of property) in respect of any capital stock of the Branches Company or any Company Subsidiary or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock of the Company or any Non-Energy Subsidiary; (includingb) Other than (i) pursuant to the Pharma Merger or the Share Exchange Agreements or (ii) in connection with the contribution of the Capitalization Amount or the conversion of the intercompany accounts to equity of CAT, without limitationpurchase, filling open positions redeem or otherwise acquire, directly or indirectly, any shares of capital stock of the Company or its Subsidiaries, or make any capital contribution to any Subsidiary of the Company, except repurchases of unvested shares at cost in connection with the Branches and job-posting termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (c) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities other than the issuance, delivery and/or sale of (i) shares of Company Common Stock pursuant to the exercise of Company Options outstanding on the date hereof, (ii) shares of Company Common Stock issuable to participants in the Branches for open positions at other offices Company ESPP, in the case of Seller(i) and (ii), consistent with the terms thereof, (iii) Company Options to newly-hired non-executive employees in the ordinary and usual course of business, (iv) Company Options pursuant to periodic grants to non-executive employees in the ordinary course of business, (v) Company Common Stock pursuant to the Pharma Merger or (vi) Company Common Stock in fulfillment of obligations pursuant to the Share Exchange Agreements; (d) Incur any indebtedness for borrowed money, or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Company or enter into any arrangement having the economic effect of any of the foregoing, other than in the ordinary course of business consistent with past practice and giving effect in an aggregate amount not in excess of $20,000,000; (e) Make any capital expenditures or otherwise acquire (whether pursuant to the fact that Seller is engaged merger, stock or asset purchase or otherwise) in certain systems conversions and office closings arising out one transaction or series of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: related transactions (i) Increase any assets having a fair market value in excess of $5,000,000 or agree to increase (ii) all or substantially all of the salary, remuneration or compensation equity interests of any Branch Employee (person or make any material increase business or decrease division of any person, except, in the number case of such personscapital expenditures, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable the current Company annual budget and plan (as of July 31, 2000) as previously disclosed to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its AffiliatesParent; (iif) Offer interest rates Amend the Company's or terms on any category Non-Energy Subsidiary's Certificate of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being soldIncorporation or by-laws or equivalent documents; (iiig) Transfer to Sell, lease, encumber or from otherwise dispose of any Branch to or from any assets of Seller's other operations or branches any material Assets the Company or any DepositsNon-Energy Subsidiary, except other than (Ai) sales in the ordinary course of business or as contemplated consistent with past practice, (ii) equipment and property no longer used in this Agreement, or the operation of the Company's business and (Biii) upon the unsolicited request of a depositor or customerassets related to discontinued operations; (ivh) SellExcept in the ordinary course of business, transferamend, assign, encumber modify or otherwise dispose of or enter into terminate any material contract, agreement or understanding to sellarrangement of the Company or its Subsidiaries (assuming the consummation of the Distribution) or otherwise waive, transferrelease or assign any material rights, assignclaims or benefits thereunder; (i) Except as required by law or the current terms of an existing agreement or other authorization disclosed in Schedule 5.1 of the Company Disclosure Letter, encumber or dispose (v) increase the amount of compensation of any current or former director, officer or employee (other than in the case of non-executive employees, ordinary periodic increases consistent with past practices) or make any increase in or commitment to increase any employee benefits or vest, fund or pay any pension or retirement allowance other than as required by the current terms of any Plan, (w) grant any severance or termination pay to any director, officer or employee of the Assets existing on the date hereofCompany or any Non-Energy Subsidiary, (x) adopt, amend, modify (except as may be required by law), enter into or commit to any additional employee benefit plan or, except in the ordinary course of business and in an immaterial aggregate amount; providedbusiness, howevermake any contribution to any existing Plan, that in (y) increase the benefits payable under any event, Seller shall not knowingly existing severance or termination pay policies or employment agreements or (z) take any affirmative action that would create to accelerate the vesting of any Encumbrance on any of the Real Property or the Branch Leasesstock-based compensation; (vj) Make Change the Company's methods of accounting in effect at December 31, 1999, except as required by changes in GAAP or agree by Regulation S-X of the Exchange Act, as concurred in by its independent public accountants; (k) Enter into any agreement or arrangement that limits or otherwise restricts the Company, any Non-Energy Subsidiary or any of their respective affiliates or any successor thereto from engaging or competing in any line of business or in any location, which agreement or arrangement would be material to the business of the Company and its Subsidiaries taken as a whole (assuming consummation of the Distribution); (l) Settle, or propose to settle, any litigation, investigation, arbitration, proceeding or other claim that is material to the business of the Company and its Subsidiaries, taken as a whole (assuming consummation of the Distribution), other than the payment, discharge or satisfaction of liabilities, in the ordinary course of business consistent with past practice; (m) Create or incur any material Lien on any material asset of the Company and its Subsidiaries (assuming consummation of the Distribution), other than in the ordinary course of business consistent with past practice or other than in connection with the purchase of such asset; (n) Other than the contribution of the Capitalization Amount, make any material improvements loan, advance or capital contribution to or investment in any Person, other than loans, advances or capital contributions to, or investments in, wholly owned Non-Energy Subsidiaries (or pursuant to the Owned Real Property, except with respect to commitments for such made on or before ordinary cash management practices of the date of this Agreement (and heretofore disclosed in writing to PurchaserCompany) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of businessbusiness consistent with past practice; (vio) File Other than in the ordinary course of business consistent with past practice, (i) make any application tax election with respect to Taxes or give take any notice position on any tax return filed on or after the date of this Agreement or adopt any method thereof that is inconsistent with elections made, positions taken or methods used in preparing or filing similar returns in prior periods or (ii) enter into any settlement or compromise of any tax liability that in either case is material to relocate or close any Branch or relocate or close any Branch;the business of the Company and its Subsidiaries, taken as a whole (assuming consummation of the Distribution); or (viip) Amend, terminate Agree in writing or extend otherwise to take any of the actions described in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment Section 5.1(a) through (including without limitation pursuant to o) above. Section 5.2 Conduct of the terms and conditions Business of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver Parent. From the Branch on date hereof until --------------------------------- the Closing Date Date, except as a fully operative branch banking operationexpressly contemplated or allowed by this Agreement, Parent will not (and will not permit any of its Subsidiaries to) take any action or knowingly omit to take any action that would make any of its representations and warranties contained herein false to an extent that would cause the condition set forth in Section 6.2(b) not to be satisfied.

Covenants of the Parties. 7.1 Activity in 6.1 Conduct of Business Prior to the Ordinary CourseClosing. Until Between the date of this Agreement and the Closing Date, unless the Buyer shall otherwise agree in writing and except for (ai) Seller shall conduct those dividends, distributions or other transactions contemplated by the business Target Working Capital Amount as set forth in Annex A to Schedule 2.1 of the Branches Disclosure Schedules, (includingii) the filing of a Form S-1 Registration Statement with the United States Securities and Exchange Commission as contemplated by Section 6.11 of this Agreement, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices (iii) any payment of Seller) in the ordinary and usual course of business consistent with past practice and giving effect obligations related to the fact that Seller is engaged in certain systems conversions and office closings or arising out of its recent merger with that certain Credit Agreement dated as of February 24, 2005 by and among the Company, the Seller, Credit Suisse First Interstate BankBoston and the other lenders referred to therein (each, and (b) Seller shall nota “Permitted Action” and, without collectively, the prior written consent of Purchaser: (i) Increase or agree to increase “Permitted Actions”), the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, Business shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) conducted only in the ordinary course of business in all material respects, and the Company shall use its commercially reasonable efforts to preserve intact in all material respects its business organization and shall continue to make capital expenditures in accordance with its 2006 annual budget previously provided to Buyer. Between the date of this Agreement and the Closing Date, without the prior consent of the Buyer (which consent shall not be unreasonably withheld) and except for the Permitted Actions, the Company will not, and the Seller will not permit the Company to: (a) amend or as contemplated in this otherwise change the Certificate of Formation or the Operating Agreement, or (B) upon the unsolicited request of a depositor or customer; (ivb) Sellexcept for the transfer to Intermediate LLC contemplated under Section 2.2(c), transferadjust, assignsplit, encumber combine or reclassify the membership interests in the Company; (c) other than any Permitted Action, make, declare or pay any dividend or distribution on, or directly or indirectly redeem, purchase or otherwise dispose acquire, any of the membership interests in the Company or any securities or obligations convertible into or exchangeable for any of the membership interests in the Company or any other securities; (d) grant any person any right to acquire any of the membership interests in the Company or any other securities or any registration or similar rights with respect to any of the Membership Interests or other securities of the Company or Intermediate LLC; (e) except for the transfer to Intermediate LLC contemplated under Section 2.2(c), issue, deliver or sell or agree to issue, deliver or sell any additional membership interests of Intermediate LLC, the Company or Intermediate LLC or any other securities; (f) enter into any contractagreement, agreement understanding or understanding arrangement with respect to sell, transfer, assign, encumber the sale or dispose of any voting of the Assets existing on membership interests in the date hereofCompany or any other securities of the Company; (g) except for the formation of Intermediate LLC, except acquire any corporation, partnership, limited liability company, other business organization or division thereof or any assets other than in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesbusiness;; (vh) Make adopt a plan of complete or agree to make partial liquidation, dissolution, merger, consolidation or recapitalization of Intermediate LLC or the Company; (i) incur any material improvements to the Owned Real Propertylong-term or short-term debt or issue any debt securities, except with respect to commitments for such made on or before the date borrowings under existing lines of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made credit in the ordinary course of business; (vij) File enter into any application contract, agreement or give arrangement that would be a Material Contract if entered into prior to the date hereof, other than any notice to relocate such contracts, agreements or close any Branch arrangements entered into in the ordinary course of business (including contracts, agreements or relocate arrangements with customers, vendors or close any Branchclients); (viik) Amendexcept as in the ordinary course of business as provided in this Section 6.1, authorize, or make any unbudgeted or not previously disclosed commitment with respect to, any capital expenditure; (l) fail to exercise any rights of renewal with respect to any material Leased Real Property that by its terms would otherwise expire; (m) grant or announce any increase in the salaries, bonuses or other benefits payable by the Company to any of its employees, other than as required by Law, pursuant to any plans, programs or agreements existing on the date hereof (which have been disclosed in Schedule 4.10(a) of the Disclosure Schedules) or other ordinary increases not inconsistent with the past practices of the Company; (n) make any change in any method of accounting or accounting practice or policy, except as required by GAAP or by Law; (o) settle or compromise any pending or threatened legal proceeding or any claim or claims for, or that would result in a loss of revenue of, an amount that could, individually or in the aggregate, reasonably be expected to be greater than $250,000; or (p) make or revoke any election relating to Taxes (other than making an ordinary course election in the ordinary course of preparing the Company’s Returns), settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, except as required by applicable Law, or make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recently filed federal income Return, or amend any material Return without having provided the Buyer with a copy thereof (together with supporting work papers) at least ten (10) days prior to the due date thereof for Buyer’s review and approval; (q) terminate or extend unwind any of its hedging contracts, other than interest rate protective agreements or similar contracts; or (r) agree in writing or otherwise to take any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to of the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationforegoing actions.

Covenants of the Parties. 7.1 5.1 Activity in the Ordinary Course/Exclusive Dealing. Until From the date hereof, and until the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting Branch in the Branches for open positions at other offices ordinary and usual course following the same practices and standards and will not enter into any material transaction with respect to any of Seller) the Assets or Liabilities or make any material commitment with respect to the Assets or Liabilities except in the ordinary and usual course of business consistent with past practice practice. From the date hereof and giving effect to until the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate BankClosing Date, and (b) Seller shall not, without the prior written consent of Purchaser: (ia) Increase Directly or agree to increase indirectly solicit or engage in discussions or negotiations with any third party regarding the salary, remuneration purchase of the Assets or compensation the assumption of any Branch Employee the Liabilities. (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branchb) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted Except in the ordinary course of Seller's business (which bonusesbusiness, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sellsell, transfer, lease, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on Assets; (c) Terminate the date hereofoperations of the Branch; (d) Take any action that would (i) impair Purchaser’s rights in any Deposit, purchased Excluded Deposit, or Asset, (ii) impair in any way the ability of Purchaser to collect upon any Deposit-Related Loan or Other Loan, (iii) except in the ordinary course of business and servicing, result in an immaterial aggregate amount; provideda waiver by Seller of any material right, howeverwhether in equity or at law, that in it has with respect to any event, Seller shall not knowingly take any action Deposit-Related Loan or Other Loan; or (iv) or that would create any Encumbrance on any of the Real Property or the Branch Leasescould otherwise have a Material Adverse Effect; (ve) Make or agree to make any material improvements to Change its deposit pricing policies at the Owned Real Property, except Branch in a manner that is not consistent with deposit pricing policies used with respect to commitments for such made on or before the date other branches of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenanceSeller that are not a Branch, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant except to the terms and conditions extent that Purchaser is provided notice of any contractual option to extend a change in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension pricing that is necessary to deliver respond to deposit increases or decreases resulting from announcement of the Branch on transactions contemplated by this Agreement; or (f) Change its loan pricing policies related to the Closing Date as Deposit-Related Loans or Other Loans in a fully operative branch banking operationmanner that is not consistent with loan pricing policies used with respect to other branches of Seller that are not a Branch.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, except as may be required in connection with the Merger, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-job posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, office of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in by this Agreement, or (B) upon the unsolicited request of a depositor or customer, or (C) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Owned Real Property or the Branch Leases; (v) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any Loan; (vi) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vivii) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viiviii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Tenant Lease; provided, however, Seller may extend any Branch Lease, Lease or Tenant Lease or Personal Property Leaseif, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Leasejudgment, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation; (ix) Except as permitted by this Section 7.1, take, or permit its Affiliates to take, any action (A) impairing Purchaser's rights in any Deposit or Asset, (B) impairing in any way the ability of Purchaser to collect upon any Loan, or (C) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has with respect to any Loan; or (x) Agree with, or commit to, any person to do any of the things described in clauses (i) through (ix) except as contemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, except as may be required in connection with the Merger or as contemplated hereby, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-but excluding job posting in the Branches for open positions at other offices of SellerSeller or its Affiliates) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, to the extent they constitute stay bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, or transfer any Branch Employee to another branch or office, office of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner materially consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in by this Agreement, or (B) upon the unsolicited request of a depositor or customer, or (C) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (v) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any Loan; (vi) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaserset forth on Schedule 7.1(a)(vi) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vivii) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viiviii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Tenant Lease; providedPROVIDED, howeverHOWEVER, Seller may extend any Branch Lease, Lease or Tenant Lease or Personal Property Leaseif, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Leasejudgment, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation; (ix) Except as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action (A) impairing Purchaser's rights in any Deposit or Asset, (B) impairing in any way the ability of Purchaser to collect upon any Loan, or (C) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has with respect to any Loan; or (x) Extend credit otherwise then in accordance with its existing lending policies and credit authorities; provided, however, that the Seller may also make any such loan in the event that (A) the Seller has delivered to Purchaser or its designated representative a notice of its intention to make such loan and such information as Purchaser or its designated representative shall require in respect thereof and (B) the Purchaser or its designated representative shall not have objected to such loan by giving written or facsimile notice of such objection within one (1) business day following the delivery to Purchaser or its designated representative of the notice and information as aforesaid. (xi) Make any contract, commitment or renew any contract or commitment related to any of the Branches in an amount where payments would exceed $100,000 or which exceeds twelve (12) months. (xii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (ix) except as contemplated hereby.

Covenants of the Parties. 7.1 5.1 Activity in the Ordinary Course. Until From the date hereof, and until the Closing Date, (a) except as may be required to commence conversion of its electronic data processing system to a new software system, Seller shall conduct the business of the Branches (including, without limitation, filling open positions to be transferred at the Branches and job-posting Closing Date in the Branches for open positions at other offices ordinary and usual course following the same practices and standards and will not enter into any material transaction with respect to any of Seller) the Assets or Liabilities or make any material commitment with respect to the Assets or Liabilities except in the ordinary and usual course of business consistent with past practice practice. From the date hereof and giving effect to until the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate BankClosing Date, and (b) Seller shall not, without the prior written consent of Purchaser: (ia) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted Except in the ordinary course of Seller's business (which bonusesbusiness, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sellsell, transfer, lease, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (vb) Make or agree Agree to make any material improvements to the Owned Branches or the Branch Real PropertyEstate, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed of which Purchaser has been informed in writing to Purchaser) writing, and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vic) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viid) AmendEnter into any commitment, terminate agreement, understanding or extend other arrangements to transfer, lease, assign, encumber or otherwise dispose of any Branch or Branch Real Estate; (e) Terminate the operations of any Branch; (f) Take, or permit its Affiliates to take, any action (i) impairing Purchaser's rights in any Deposit or Asset, (ii) impairing in any way the ability of Purchaser to collect upon any Deposit-Related Loan or Other Loan, (iii) except in the ordinary course of servicing, waive any material right, whether in equity or at law, that it has with respect to any Deposit-Related Loan or Other Loan and (iv) that could have a material adverse effect on any Branch Leaseand (v) that could otherwise have a Material Adverse Effect; (g) Change its deposit pricing policies at the Branches in a manner that is not consistent with deposit pricing policies used with respect to branches of Seller that are not Branches, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant except to the terms and conditions of any contractual option extent that Purchaser consents (which consent shall not be unreasonably withheld) to extend a change in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension pricing that is necessary to deliver respond to deposit increase or decreases resulting from announcement of the Branch on transactions contemplated by this Agreement. (h) Change its loan pricing policies related to the Closing Date as Deposit-Related Loans in a fully operative branch banking operationmanner that is not consistent with loan pricing policies used with respect to branches of Seller that are not Branches.

Covenants of the Parties. 7.1 Activity 5.01 Conduct of the Business of Seller. During the period from the date ------- -- --- -------- -- ------ of this Agreement to the Effective Time, and except with respect to the transactions required or permitted to be undertaken by Seller prior to the Effective Time in accordance with Section 5.18 below and Seller's management during such period of the Ordinary Course. Until assets, liabilities and operations that are the Closing Datesubject of such transactions or except as specifically described in Section 5.01 of the Seller Disclosure Schedule, the Seller: (a) Seller shall, and shall cause each of its subsidiaries to, conduct the its business of the Branches (including, without limitation, filling open positions at the Branches and job-posting engage in the Branches for open positions at other offices of Seller) transactions only in the ordinary and usual course of business consistent with past practice practices, which shall mean (i) conducting its banking, trust and giving effect to other businesses in the fact that Seller is engaged ordinary and usual course, (ii) refraining from any of the activities described in certain systems conversions Section 5.01(b) below and office closings arising out (iii) not entering into any material transactions except in the ordinary and usual course of its recent merger business consistent with First Interstate Bank, and past practices; (b) Seller shall notnot and shall not permit any of its subsidiaries to, without the prior written consent of Purchaserthe Buyer: (i) Increase engage or agree to increase the salary, remuneration or compensation of any Branch Employee (or make participate in any material increase transaction or decrease incur or sustain any material obligation or liability except in the number of such personsordinary, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary and usual course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesbusinesses consistent with past practices; (ii) Offer accept, renew or roll over any "brokered deposit" as defined under 12 C.F.R. (s)(s)337.6(a)(3) or offer an interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice rate with respect to its branches which are any deposit that would either constitute an impermissible interest rate with respect to deposits of an undercapitalized insured depository institution pursuant to the limitations contained under 12 C.F.R.(s)(s)337.6(b)(3)(ii) or otherwise set interest rates on deposits that depart from past practices of the Savings Bank with respect to the setting of interest rates on deposits, unless such interest rates do not being soldexceed the rates then offered by the Bank on comparable deposit products; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary ordinary, regular and usual course of business or as contemplated consistent with past practices and in this Agreementan immaterial aggregate amount, or (B) upon the unsolicited request of a depositor or customer; (iv) Sellsell, lease, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to selllease, transfer, assign, encumber or dispose of any of its assets; (iv) relocate, or file any application to relocate, any branch office; (v) terminate, or give any notice (written or verbal) to customers or governmental authorities or agencies to terminate the Assets operations of any branch office; or (vi) waive any material right, whether in equity or at law, that it has with respect to any asset except in the ordinary, regular and usual course of business consistent with past practice; (c) shall use all reasonable efforts, and cause each of its subsidiaries to use all reasonable efforts, to preserve intact its business organization and goodwill in all material respects, keep available the services of its officers and employees as a group and maintain satisfactory relationships with borrowers, depositors, other customers and others having business relationships with it; (d) shall, at the Buyer's request and expense, use its best efforts to cooperate with the Buyer with respect to preparation for the combination and integration of the businesses, systems and operations of the Bank and the Savings Bank, and shall confer on a regular and frequent basis with one or more representatives of the Buyer to report on operational and related matters; (e) shall, subject to any restrictions under applicable law or regulation, promptly notify the Buyer of any emergency or other change in the normal course of its or its subsidiaries' businesses or in the operation of its or its subsidiaries' properties and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) if such emergency, change, complaint, investigation or hearing would be material to the assets, properties, liabilities, business, results of operations, financial condition or prospects of the Seller or any of its subsidiaries; (f) shall not declare or pay any dividends on or make any other distributions in respect of the Seller Common Stock after the Measurement Date ; (g) Seller (with Buyer's cooperation) prior to the Effective Time, and Buyer upon and following the Effective Time, shall take all appropriate steps to (i) effectuate termination of the Seller ESOP effective as of the Effective Time, (ii) cause the Seller ESOP, upon termination, to repay promptly and in full any loan outstanding, and (iii) cause any shares of Seller Common Stock or Buyer Common Stock held unallocated in the Seller ESOP following such termination and repayment to be allocated among the accounts of those participants in the Seller ESOP who were participants immediately prior to the Effective Time in proportion to their relative compensation for the period beginning with the first day of the plan year of the Seller ESOP in which the Closing Date occurs and ending on the Effective Time, subject only to such limitations as are required to maintain qualification of the Seller ESOP under the Code. Seller may repurchase from the Seller ESOP a sufficient number of shares of Seller Common Stock for not less than "adequate consideration" as defined in Section 3(18) of ERISA to permit the Seller ESOP to repay in full any loan outstanding to the Seller ESOP. Seller shall not otherwise adopt or amend (other than amendments required by applicable law or amendments that reduce amounts payable by it or its subsidiaries) in any material respect any Seller Pension Plan, any Seller Benefit Plan or any Seller Other Plan or enter (or permit any of its subsidiaries to enter) into any employment, severance or similar contract with any person (including, without limitation, contracts with management which might require that payments be made upon the consummation of the transactions contemplated hereby) or amend any such existing agreements, plans or contracts to increase any amounts payable thereunder or benefits provided thereunder, or grant or permit any increase in compensation to its or its subsidiaries' employees as a class or pay any bonus except in the ordinary course of business consistent with past practices and as disclosed in Section 5.01(g) of the Seller Disclosure Schedule; (h) subject to its directors fiduciary duties, shall not, with respect to itself or any of its subsidiaries, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into an agreement with respect to, any merger, consolidation, purchase and assumption transaction or business combination (other than the Acquisition Merger and the Bank Merger), any acquisition of a material amount of assets or securities or assumption of liabilities (including deposit liabilities), any disposition of a material amount of assets or securities, or any release or relinquishment of any material contract rights not in the ordinary course of business and consistent with past practices; (i) shall not propose or adopt amendments to its certificate of incorporation or by-laws; (j) shall not issue, deliver or sell any shares (whether original issuance or from treasury shares) of its capital stock or securities convertible into or exercisable for shares of its capital stock (or permit any of its subsidiaries to issue, deliver or sell any shares of such subsidiaries' capital stock or securities convertible into or exercisable for shares of such subsidiaries' capital stock), except upon exercise or fulfillment of options issued or existing on the date hereof pursuant to the Seller Stock Option Plan and listed in Section 5.01(j) of the Seller Disclosure Schedule, and except upon exercise of the Seller Option, as applicable, or effect any stock split, reverse stock split, recapitalization, reclassification or similar transaction or otherwise change its equity capitalization as it exists on the date hereof; (k) shall not grant, confer or award any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock; (l) shall not purchase, redeem or otherwise acquire, or permit any of its subsidiaries to purchase, redeem or otherwise acquire, any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except in a fiduciary capacity; (m) shall not impose, or suffer the imposition, on any share of capital stock held by it or by any of its subsidiaries of any material lien, charge, or encumbrance, or permit any such lien, charge, or encumbrance to exist; (n) shall not incur, or permit any of its subsidiaries to incur, any additional debt obligation or other obligation for borrowed money, or to guaranty any additional debt obligation or other obligation for borrowed money, except in the ordinary course of business consistent with past practices, which shall include but not necessarily be limited to creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements or other similar arrangements commonly employed by banks; (o) shall not incur or commit to any capital expenditures or any obligations or liabilities in an immaterial aggregate amount; providedconnection therewith, howeverother than capital expenditures and such related obligations or liabilities incurred or committed to in the ordinary and usual course of business consistent with past practices, that which, in any eventall cases, do not individually exceed $75,000 or cumulatively exceed $300,000; (p) shall not change its methods of accounting in effect at October 31, 1994, except as may be required by changes in GAAP as concurred in by the Seller's independent auditors, and the Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leaseschange its fiscal year; (vq) Make shall file all reports, applications and other documents required to be filed by it with the SEC, OTS, FDIC, Massachusetts Commissioner and any other governmental agency or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before authority between the date of this Agreement and the Effective Time and shall furnish to the Buyer copies of all such reports promptly after the same are filed; and (and heretofore disclosed r) shall not agree, in writing or otherwise, to Purchaser) and normal maintenance, repair take any of the actions prohibited under this Section 5.01 or refurbishing purchased any action which would make any of its representations or made warranties contained in the ordinary course this Agreement untrue or incorrect or would otherwise violate any of business; (vi) File any application its other agreements or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend commitments contained in this Agreement in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationrespect.

Covenants of the Parties. 7.1 Activity in 5.1 The Vendors and the Ordinary Course. Until Corporation covenant and agree with the Purchaser as follows: (a) from the date of this Agreement to the Closing Date, (a) Seller shall conduct the business Vendors and the Corporation will permit the Purchaser and its auditors, counsel and other authorized persons, to make such investigation of the Branches properties and assets of the Corporation and of its financial and legal condition as the Purchaser deems necessary or advisable to familiarize itself with such properties, assets or other matters and to have full access to the Business and the Corporation, including all working papers (includinginternal and external) and details of accounts and inventories prepared, without limitationobtained or used in connection with the preparation of the Financial Statements; (b) from the date of this Agreement to the Closing Date, filling open positions at the Branches Vendors will cause the Corporation to and job-posting in the Branches for open positions at other offices of SellerCorporation will: i) carry on the Business in the ordinary and usual course normal course, in a prudent, businesslike and efficient manner and substantially in accordance with the procedures and practices in effect on the date of business consistent with past practice this Agreement; ii) maintain insurance on the assets of the Corporation as they are insured on the date of this Agreement; iii) use its best efforts to preserve and giving effect maintain the goodwill of the Business; and iv) take reasonable care to protect and safeguard the Corporation's assets. (c) from the date of this Agreement to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate BankClosing Date, the Corporation will not, and (b) Seller shall notthe Vendors will not permit the Corporation to, without the prior written consent in writing of the Purchaser: (i) Increase purchase or agree to increase the salarysell, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber consume or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on Corporation's assets in connection with the date hereofBusiness, except in the ordinary course of business and in an immaterial aggregate amountbusiness; provided, however, that enter into any contract or assume or incur any liability relating to or in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of way affecting the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, Business except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File ; issue, or enter into any application or give agreement to issue, any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amendsecurities of the Corporation, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant shares, warrants, options, convertible securities, or rights to purchase shares; redeem, purchase, or otherwise acquire or commit to acquire any of the terms Corporation's shares; amend its Charter documents; effect any subdivision, consolidation, or reclassification of the Corporation's shares; settle any accounts receivable of a material nature at less than face value net of the reserve for that account; waive or surrender any material right in connection with the Business; discharge, satisfy or pay any lien, encumbrance, obligation or liability in connection with the Business except in the ordinary course of Business; make or agree to make any payment to any director, officer, employee, or agent of the Corporation except in the normal course of business; and conditions of make any contractual option to extend capital expenditures or commitment for any capital expenditures in any Branch Leaseconnection with the Business. (e) the Corporation and the Vendors will, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date Date, take all necessary steps and proceedings as a fully operative branch banking operationapproved by counsel for the Purchaser to permit the Shares to be duly and regularly transferred to the Purchaser and registered in its name, free and clear of any liens, charges and encumbrances; and (f) the Vendors will cause all directors and officers of the Corporation to resign to be replaced by nominees of the Purchaser, such resignations to be effective as at the Closing Date.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof, and until the Closing Date, (a) Seller shall conduct the business of the Branches (to be transferred at the Closing Date in the ordinary and usual course following the same practices and standards, including, without limitation, filling open positions at collection practices, as they have been consistently applied since January 13, 2003 and will not enter into any material transaction with respect to any of the Branches and job-posting in Assets, Liabilities or Assumed Contracts or make any material commitment with respect to the Branches for open positions at other offices of Seller) Assets, Liabilities or Assumed Contracts except in the ordinary and usual course of business consistent with past practice practice. From the date hereof and giving effect to until the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate BankClosing Date, and (b) Seller shall not, without the prior written consent of Purchaser: (ia) Permit any of the Branches to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of Branch business; (b) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee persons employed at the Branches (or make any material increase or decrease in the number of such persons, persons or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee such employees other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesbusiness; (iic) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches any of the Branches which are not being soldconsistent with past practice except as may be deemed appropriate by Seller in response to competitive developments in the local area of the Branch; (iiid) Transfer Except in the ordinary course of business, or as contemplated herein, transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Branch Deposits, except (A) upon the request of a depositor or customer in the ordinary course of business or if such deposit is pledged as contemplated in this Agreement, security for a loan or (B) upon the unsolicited request of other obligation that is not a depositor Deposit Related Loan or customerOther Loan; (ive) Except in the ordinary course of business and in an immaterial aggregate amount, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or dispose of any of the Assets existing on the date hereof; (f) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose (a "disposition") of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property Deposit Related Loan or the Branch Leases;Other Loan. (vg) Make or agree to make any material improvements to the Owned Branches, the Branch Real PropertyEstate or the Other Real Estate, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vih) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viii) AmendEnter into any commitment, terminate agreement, understanding or extend other arrangements to transfer, assign, encumber or otherwise dispose of any Branch, Branch Real Estate or Other Real Estate; (j) Terminate the operations of any Branch; (k) Amend in any material respect any Branch Lease, Tenant Lease lease relating to Furniture, Fixtures and Equipment or Personal Property LeaseAssumed Contract except as permitted under Section 4.12; (l) Except as permitted by this Section 7.1, take, or permit its Affiliates to take, any action (i) impairing Purchaser's rights in any Assumed Deposit or Asset, (ii) impairing in any way the ability of Purchaser to collect upon any Deposit-Related Loan or Other Loan (iii) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has with respect to any Deposit-Related Loan or Other Loan or (iv) that could otherwise have a Material Adverse Effect; provided, however, Seller may extend any Branch Lease, Tenant Lease or (m) Transfer or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant cause the movement of deposits from Seller's branches or from the head office to the terms and conditions Branches, except at the written request of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationdepositor.

Covenants of the Parties. 7.1 Activity in 5.1 Operation of the Ordinary CourseBusiness of the Company. Until During the period from ---------------------------------------- and after the date of this Agreement and until the Closing Date, the Company covenants and agrees that, unless it obtains Buyer's prior written consent to the contrary, or except as specifically authorized in this Agreement, the Company shall, with respect to Davis Lay, to,: (a) Seller shall conduct the business of the Branches (includingmake, without limitation, filling open positions at the Branches amend and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted terminate contracts only in the ordinary course of Seller's business business; (which bonusesb) refrain from suffering or refrain from creating any security interest, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch encumbrance or office, of Seller restriction on its properties or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereofassets, except in the ordinary course of business and in an immaterial aggregate amountconsistent with past practices; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on (c) refrain from disposing of any of the Real Property Davis Lay's properties or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Propertyassets, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of businessbusiness consistent with past practices; (d) refrain from entering into or becoming a party to any employment, consulting or sales representation agreement, except in the ordinary course of business consistent with past practices; (e) refrain from increasing the rate of compensation paid or payable by it to any of Davis Lay's officers, directors, employees, agents, independent contractors or consultants, except pursuant to existing contractual obligations, and from making loans or advances to officers, directors, agents, employees, independent contractors, consultants or any shareholder, or any member of the families of any of them, except for advances for reasonable business expenses in accordance with past practices; (f) refrain from paying or agreeing to pay any bonus, extra compensation, pension or severance pay under any pension plan or otherwise, except pursuant to existing contractual obligations; (g) maintain its books accounts and records in the usual, regular and ordinary manner and in compliance with all applicable laws; (h) meet its obligations under all contracts and not become in default thereunder; (vii) File maintain all of its assets in good repair, order and condition, ordinary wear and tear excepted; (j) refrain from borrowing or agreeing to borrow any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Leasefunds other than under existing banking relationships, in its reasonable the ordinary course of business judgment consistent with past practices; (including without limitation pursuant k) refrain from guaranteeing or agreeing to guarantee the terms and conditions obligations of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.others;

Covenants of the Parties. 7.1 8.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, except (i) as set forth on Schedule 8.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as contemplated hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its business relationships with depositors and customers related to the Loans, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use its reasonable best efforts to conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankpractice, and (bd) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, remuneration salary or compensation wage rate and incentive opportunity of any Branch Employee (or make any material increase or decrease in the number of such personsEmployee, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank normal salary or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, such increases shall, in any no event, shall be increase the responsibility aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of Seller); or, except at the request of such Branch Employee, transfer Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch branch, facility or officeoffice of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its AffiliatesAffiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business and consistent with past practices; (iiiv) Hire any employee for any of the Branches other than in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner consistent inconsistent with Seller's ’s past practice with respect to its branches which are not being soldor, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (iiiviii) Transfer to or from any Branch to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 8.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business or consistent with Seller’s approved lending policies as contemplated in this Agreement, or (B) upon existed on the unsolicited request of a depositor or customerdate hereof; (ivxi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (vxii) Make or agree to make any material improvements to the Owned Real PropertyProperty or the leased property subject to a Branch Lease, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vixiii) File Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viixiv) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Tenant Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; providedor (xvi) Agree with, howeveror commit to, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, person to do any of the things described in its reasonable business judgment clauses (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Leasei) if Seller determines such extension is necessary to deliver the Branch on the Closing Date through (xv) except as a fully operative branch banking operationcontemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as contemplated hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use its reasonable best efforts to conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankpractice, and (bd) Seller shall not, without the prior written consent of Purchaser: Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, remuneration salary or compensation wage rate and incentive opportunity of any Branch Employee (or make any material increase or decrease in the number of such personsEmployee, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank normal salary or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, such increases shall, in any no event, shall be increase the responsibility of Selleraggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); or(ii) Establish, except at adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the request benefit of such the Branch Employee, transfer Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch branch, facility or office, office of Seller or any of its Affiliates; Affiliates which is not a Branch, or (iiB) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iv) Hire any employee for any of the Branches other than in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner consistent inconsistent with Seller's ’s past practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Depositsor, except (A) in without limiting the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any generality of the Assets existing on foregoing, accept any brokered deposits at the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch LeasesBranches; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser:fact (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.

Covenants of the Parties. 7.1 Activity 9.1 Actions Pending Closing. From the date hereof to the Closing, ----------------------- except as contemplated by this Agreement, each SELLER and each Shareholder hereby represents, warrants, covenants and agrees that, unless the prior written consent of BUYER is obtained, each SELLER will not take any action that would result in a violation of any of the Ordinary Course. Until the Closing Date, following proscriptions: (a) Seller The Business of each SELLER will be carried on in the usual, regular and ordinary manner and each SELLER will use its reasonable commercial efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it, all solely as the same relates to the Business, and shall conduct not make or institute any methods of manufacture, purchase, sale, lease, management, accounting or operation in or affecting the Business that are not consistent with SELLER's past practices; (b) No SELLER will increase or decrease the compensation payable or to become payable to any salaried officer or employee, or make any change in any insurance, pension or other employee benefit plan nor pay any commission or bonus to any of such officers or employees other than increases and bonuses in the normal course of business, consistent with past practices and not exceeding in any one (1) case an aggregate increase and bonus of more than ten percent (10%) of such Person's compensation; (c) No SELLER will make any change in its practices regarding sales, credit or collection terms and conditions insofar as the same relates to its Business; (d) No SELLER will, with respect to its Business, (i) incur any obligation or liability or assume, guarantee, endorse or otherwise become responsible for the liabilities or obligations of any other Person (whether absolute, accrued, contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of business; (ii) discharge or satisfy any Lien or pay any obligation or liability (whether absolute, accrued, contingent or otherwise), other than in the ordinary course of business; (iii) except in the ordinary course of business, mortgage, pledge, create or subject to a Lien any of its Assets; (iv) sell, assign, transfer, lease or otherwise dispose of any of its Assets except in the ordinary course of business, or acquire any assets or any interest therein except in the ordinary course of business; (v) except in the ordinary course of business, amend, terminate, waive or release any rights or cancel any debt owing to or claim by such SELLER; (vi) except in the ordinary course of business, transfer or grant any rights under any Contracts and Other Agreements, patents, inventions, trademarks, trade names, service marks or copyrights, or registrations or licenses thereof or applications therefor, or with respect to any know-how or other proprietary or trade rights; (vii) modify or change any Material Contracts; or (viii) enter into any transaction, contract or commitment that by reason of its size or otherwise is material to its Business or financial condition or that is not in the ordinary course of such SELLER's Business as now conducted; (e) All tangible Assets of each SELLER will be used, operated, maintained and repaired in a manner consistent with past practices; (f) No SELLER will do any act or omit to do any act, or permit any act or omission to act, that will cause a breach of any Material Contract; (g) No SELLER will make any investment of a capital nature affecting its Business (except Growth Capital Expenditures as provided for herein) without the prior written consent of BUYER; (h) No SELLER will permit any insurance policy naming it as a beneficiary or a loss payable payee and relating to its Assets or Business to be canceled, terminated or modified or any of the Branches coverage thereunder to lapse unless simultaneously with such termination or cancellation, replacement policies providing substantially the same coverage are in full force and effect; (i) No SELLER will fail to pay when due any of the following insofar as they relate to its Business: (i) any trade accounts payable, (ii) any payments required by any indentures, mortgages, financing agreements, loan agreements or similar agreements, or (iii) taxes of whatever kind or nature or payments related thereto (including, without limitation, filling open positions at estimated payments and withholding remittances); (j) No SELLER will, insofar as the Branches same relates to its Business, maintain its books, accounts and job-posting records in any manner other than the Branches for open positions at other offices of Seller) in the usual, regular and ordinary and usual course of business manner, on a basis consistent with past practice prior years and giving effect will not knowingly fail to comply with any laws applicable to such SELLER and to the fact that Seller is engaged in certain systems conversions and office closings arising out conduct of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser:Business or to its Assets; (ik) Increase or agree to increase the salary, remuneration or compensation of No SELLER will knowingly enter into any Branch Employee (transaction or make any material increase agreement or decrease in the number of such persons, commitment or transfer such persons to or from take any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonusesaction, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or each case which would result in any of its Affiliates; (ii) Offer interest rates representations, warranties or terms on any category of deposits at a Branch except as determined covenants contained in a manner consistent with Seller's practice with respect to its branches which are this Agreement not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or true and correct at and as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationDate.

Covenants of the Parties. 7.1 Activity in 5.01 Conduct of the Ordinary CourseBusiness. Until From the date hereof until the Closing Date, (a) except as otherwise contemplated by this Agreement or disclosed in the Disclosure Schedule, Seller shall conduct the business cause each of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) Subsidiaries to conduct their respective businesses in the ordinary and usual course of business consistent with past practice and giving effect to in such manner that, at the fact that Seller is engaged in certain systems conversions Closing, the representations and office closings arising out warranties of its recent merger with First Interstate Bank, and (b) Seller shall notbe true and correct in all material respects. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof until the Closing Date, without the prior written consent of PurchaserBuyer, Seller will not permit any of the Subsidiaries to: (a) issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, sale, disposition or pledge or other encumbrance of (x) any additional shares of its capital stock of any class, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or (y) any other securities in respect of, in lieu of, or in substitution for, shares outstanding on the date hereof; (b) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any of its outstanding securities; (c) split, combine, subdivide or reclassify any shares of its capital stock; (d) (i) Increase or agree to increase grant any material increases in the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates directors, officers or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereofemployees, except in the ordinary course of business and in an immaterial aggregate amount; providedbusiness, however(ii) pay or agree to pay any pension, that in any event, Seller shall retirement allowance or other material employee benefit not knowingly take any action that would create any Encumbrance on required or contemplated by any of the Real Property existing benefit, severance, pension or employment plans, agreements or arrangements as in effect on the Branch Leases; Execution Date to any such director, officer or key employees, whether past or present, (viii) Make enter into any new or agree to make materially amend any material improvements to the Owned Real Propertyexisting employment agreement with any such director, officer or key employee, except for employment agreements with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made new employees entered into in the ordinary course of business; , (viiv) File enter into any application new or give materially amend any notice existing severance agreement with any such director, officer or key employee, or (v) except as may be required to relocate comply with applicable law, become obligated under any new pension plan or close arrangement, welfare plan or arrangement, multi-employer plan or arrangement, employee benefit plan or arrangement, severance plan or arrangement, benefit plan or arrangement, or similar plan or arrangement, which was not in existence on the Execution Date or amend any Branch such plan or relocate arrangement in existence on the Execution Date if the affect thereof would be to materially enhance benefits thereunder; (e) adopt a plan of complete or close partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Branch; of the Subsidiaries; (viif) Amendmake any acquisition by means of merger, terminate consolidation or extend otherwise; (g) adopt any amendments to its Certificate of Incorporation or By-Laws; (h) other than borrowings under existing credit facilities, other borrowings in the ordinary course not to exceed one hundred thousand dollars ($100,000), borrowings made for the purpose of making capital contributions to the cellular partnerships in which the Interests are held or borrowings by and between the Subsidiaries, incur any indebtedness for borrowed money or guarantee any such indebtedness or, except in the ordinary course consistent with past practice, make any loans, advances or capital contributions to, or investments in, any other Person (other than to any of the Subsidiaries or to the cellular partnerships in which the Interests are held); (i) engage in the conduct of any business other than telecommunications and related businesses; (j) enter into any agreement providing for acceleration of payment or performance or other consequence as a result of a change of control of any of the Subsidiaries; (k) except as otherwise contemplated in this Agreement, fail to maintain all authorizations and licenses materially necessary for the conduct by the Subsidiaries of their respective businesses; (l) fail to maintain all insurance policies and binders shown in Section 3.17 of the Disclosure Schedule unless new or replacement insurance policies or binders with similar coverage are obtained; (m) submit or file with, except as otherwise contemplated in this Agreement, or otherwise voluntarily participate as a party to any stipulation, pleading, filing or other proceeding with the FCC, APSC, FPSC, GPSC or any other regulatory authority with jurisdiction over the Subsidiaries where such stipulation, pleading, filing or other proceeding could reasonably be expected to have a Material Adverse Effect or fail to notify buyer promptly of any involuntary participation in any material respect of the foregoing; (n) enter into any Branch Leasecontract, Tenant Lease agreement, commitment or Personal Property Leaseother binding arrangement that would result in a liability or financial commitment which in the aggregate exceeds $500,000, other than amounts reflected on any Subsidiary's capital or operating budgets; provided, however, Seller may extend (o) prepay any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions long-term indebtedness of any contractual option of the Subsidiaries other than long-term indebtedness by and between the Subsidiaries; or (p) authorize, recommend, propose or announce an intention to extend in do any Branch Leaseof the foregoing, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary enter into any contract, agreement, commitment or arrangement to deliver do any of the Branch on the Closing Date as a fully operative branch banking operationforegoing.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, (i) except as set forth in Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as otherwise expressly provided hereby, Seller (a) Seller shall will, with respect to the Branch, the Assets and the Assumed Liabilities, use its commercially reasonable efforts to preserve its business relationships with depositors and borrowers, (b) will maintain the Branch in its current condition, ordinary wear and tear excepted, (c) use its commercially reasonable efforts to conduct the business of the Branches (including, without limitation, filling open positions at Branch and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (bd) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, benefits, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesof, or pay or agree to pay any uncommitted bonus to to, any Branch Employee Employee, other than, following notice to Purchaser, (A) prior to the date which is one (1) week before the Closing Date, normal salary or wage increases in the ordinary course of business consistent with past practice (however, any such increase shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 2% of their aggregate cash compensation as of the date of this Agreement), (B) increases or payments as required by contractual commitments outstanding on the date hereof and provided to Purchaser prior to the date hereof and set forth on Schedule 7.1(i)(B) of the Seller Disclosure Schedule, and (C) regular bonuses granted in the ordinary course of Seller's business consistent with past practice and set forth on Schedule 7.1(i)(C) of the Seller Disclosure Schedule; (which bonusesii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides for incentive compensation, bonus or commissions or any Employment Agreement (or arrangement that would be an employment agreement if in effect on the date hereof) with respect to any event, shall be the responsibility of SellerBranch Employee (including any new hire); or, except at the request of such Branch Employee, transfer ; (iii) (A) Transfer any Branch Employee to another branch branch, facility or office, office of HoldCo or Seller or any of its Affiliatestheir respective Affiliates which is not a Branch, or (B) transfer any employee of HoldCo or Seller or any of their respective Affiliates who, as of the date hereof, is not a Branch Employee to the Branch other than temporary assignments of a fill-in nature in the ordinary course of business; (iiiv) Hire any employee for any of the Branch other than, prior to the date which is one (1) week prior to the Closing Date, in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at the Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a the Branch except as determined in a manner inconsistent with Seller’s past practice; (viii) Introduce new products or market promotions at the Branch other than market promotions in the ordinary course of business consistent with Seller's practice with respect to its branches which are not being sold’s past practices; provided, however, that in no event shall Seller offer any “teaser” interest rates in the course of introducing any new market promotion permitted under this Section 7.1(viii); (iiiix) Transfer to or from any the Branch to or from any of Seller's ’s other operations or branches Branch any material Assets or any Deposits, Deposits (except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the pursuant to an unsolicited customer request of a depositor or customerwhere it would be customary banking practice to honor such request); (ivx) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (vxi) Make or agree to make any individual capital expenditure in respect of the Assets or the Assumed Liabilities in excess of $5,000; provided that with respect to any written request for Purchaser’s consent for proposed capital expenditures that Seller deems to be for “emergency purposes,” Purchaser shall respond within forty-eight (48) hours; (xii) Make or agree to make any material improvements to the Owned Real Property, Property except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vixiii) File Close, sell, consolidate or relocate the Branch or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any the Branch; (viixiv) AmendKnowingly take any action that would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain the Regulatory Approvals, terminate (B) adversely affect the ability of any party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the condition set forth in Section 9.1(c) or extend (D) result in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied; (xv) Except as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action impairing in a material respect any Branch Lease, Tenant Lease Purchaser’s rights or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, obligations in its reasonable business judgment (including without limitation pursuant to the terms and conditions respect of any contractual option Deposit, Loan Asset or Assumed Liability; or (xvi) Solicit, agree with, or commit to, any Person to extend do any of the things described in any Branch Leaseclauses (i) through (xv), Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date except as a fully operative branch banking operationcontemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as contemplated hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use its reasonable best efforts to conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice practice, (d) maintain the Loans and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate BankDeposits at their current designated Branches except as otherwise expressly provided herein, and (be) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, remuneration salary or compensation wage rate and incentive opportunity of any Branch Employee (or make any material increase or decrease in the number of such personsIncluded Employee, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank normal salary or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, such increases shall, in any no event, shall be increase the responsibility aggregate cash compensation for Included Employees by more than 3.0% on an annualized basis or for any individual Included Employee by more than 5.0%); (ii) Establish, adopt, enter into, terminate or amend any plan, agreement or arrangement that provides incentive compensation, severance pay, change in control, bonus or commissions or other Benefit Plan for the benefit of Seller); or, except at the request of such Branch Employee, transfer Included Employees that would result in any Branch increase in liability for Purchaser; (iii) (A) Transfer any Included Employee to another branch branch, facility or office, office of Seller or any of its AffiliatesAffiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not an Included Employee to any Branch other than in the ordinary course of business and consistent with past practice; (iiiv) Hire any employee for any of the Branches other than in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Included Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below and in no event establish or price (A) certificates of deposit at rates higher than the federal funds rate plus 45 bps or for a term greater than 13 months or (B) money market rates higher than the federal funds rate plus 40 bps or guaranteed for greater than 90 days; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner consistent inconsistent with Seller's ’s past practice with respect to its branches which are not being soldor, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (iiiviii) Transfer any item of Personal Property set forth on Exhibit 2.3(d) from its current designated Branch or transfer to or from any Branch to or from any of Seller's ’s other operations or branches any material other Assets or any Deposits, except (A) pursuant to an unsolicited customer request, (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan or (C) movements of Records and cash on hand in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customerconsistent with Seller’s past practices; (ivix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business consistent with Seller’s approved lending policies as existed on the date hereof; (xi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (vxii) Make or agree to make any material improvements to the Owned Real Propertyleased property subject to a Branch Lease, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vixiii) File Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viixiv) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any the Branch Lease, Tenant Lease or Personal Property Leaseif, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Leasejudgment, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationoperation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; (xvi) Make any amendment to any Tax returns, or any election made, any accounting method or fiscal year adopted, or any position taken in any Tax returns with respect to the Assets, the Assumed Liabilities or the operation of the Branches that is inconsistent with any such election, accounting method, fiscal year or position previously made, adopted or taken with respect to such returns; or (xvii) Agree with, or commit to, any Person to do any of the things described in clauses (i) through (xvi) except as contemplated hereby.

Covenants of the Parties. 7.1 7.1. Activity in the Ordinary Course. Until From the date hereof until the Closing Date, (i) except as set forth in Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as otherwise expressly provided hereby, Seller will (a) Seller shall with respect to the Branches, the Assets and the Assumed Liabilities, use its commercially reasonable efforts to preserve its business relationships with depositors, (b) maintain the Branches in their current condition, ordinary wear and tear excepted, (c) conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (bd) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, benefits, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesof, or pay or agree to pay any uncommitted bonus to to, any Branch Employee Employee, other than regular bonuses granted than, following notice to Purchaser, (A) prior to November 2, 2011, normal salary or wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, any such increase shall, in any no event, shall increase the aggregate cash compensation for Branch Employees by more than 2% of their aggregate cash compensation as of the date of this Agreement) and (B) increases or payments as required by contractual commitments outstanding on the date hereof and provided to Purchaser prior to the date hereof and set forth on Schedule 7.1(i)(B) of the Seller Disclosure Schedule; (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides for incentive compensation, bonus or commissions or any Employment Agreement (or arrangement that would be an employment agreement if in effect on the responsibility of Sellerdate hereof) with respect to any Branch Employee (including any new hire); or, except at the request of such Branch Employee, transfer ; (iii) (A) Transfer any Branch Employee to another branch branch, facility, or office, office of FBC or Seller or any of its Affiliatestheir respective Affiliates which is not a Branch, or (B) transfer any employee of FBC or Seller or any of their respective Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than temporary assignments of a fill-in nature in the ordinary course of business; (iiiv) Hire any employee for any of the Branches other than, prior to November 2, 2011, in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner inconsistent with Seller’s past practice or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (viii) Introduce new products or market promotions at any Branch other than market promotions in the ordinary course of business consistent with Seller's practice with respect to its branches which are not being sold’s past practices; provided, however, that in no event shall Seller offer any “teaser” interest rates in the course of introducing any new market promotion permitted under this Section 7.1(viii); (iiiix) Transfer to or from any Branch to or from any of Seller's ’s other operations or branches any material Assets (including customer relationships or goodwill) or any Deposits, Deposits (except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the pursuant to an unsolicited customer request of a depositor or customerwhere it would be customary banking practice to honor such request); (ivx) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (vxi) Make or agree to make any individual capital expenditure in respect of the Assets or the Assumed Liabilities in excess of $5,000; (xii) Make or agree to make any material improvements to the Owned Real PropertyProperty or the leased property subject to a Branch Lease, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vixiii) File Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viixiv) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Tenant Lease; provided, however, Seller may extend any Branch Lease, Lease or Tenant Lease or Personal Property Leaseif, in its reasonable business judgment (including without limitation pursuant to the terms judgment, and conditions of any contractual option to extend in any Branch Leaseafter consultation with Purchaser, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation; (xv) Knowingly take any action that, or omit to take (and shall cause its Affiliates not to knowingly take or omit to take) any action that if not taken, would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain the Regulatory Approvals, (B) adversely affect the ability of any party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the condition set forth in Section 9.1(c) or (D) result in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied; (xvi) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; (xvii) Take any action with respect to Taxes or Tax matters that could adversely affect the Assets, the Assumed Liabilities, the operation of the Branches or Purchaser; (xviii) Except as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action impairing in a material respect Purchaser’s rights or obligations in respect of any Deposit, Asset or Assumed Liability; or (xix) Solicit, agree with, or commit to, any Person to do any of the things described in clauses (i) through (xviii) except as contemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, except (i) as set forth on section 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as contemplated hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, and continue the construction at the Pearl River, Louisiana Branch in accordance with the construction plan previously made available to Purchaser, (c) use its reasonable best efforts to conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of -50- business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankpractice, and (bd) Seller shall not, without the prior written consent of Purchaser: Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase increase or agree to increase the salary, remuneration salary or compensation wage rate and incentive opportunity of any Branch Employee (or make any material increase or decrease in the number of such personsEmployee, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank normal salary or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, such increases shall, in any no event, shall be increase the responsibility of Selleraggregate cash compensation for Branch Employees by more than 3% on an annualized basis and for any individual Branch Employee by more than 5%); or(ii) establish, except at adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the request benefit of such the Branch Employee, Employees that would result in any material increase in liability for Purchaser; (iii) (A) transfer any Branch Employee to another branch branch, facility or officeoffice of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates; Affiliates who, as of the date hereof, is not a Branch Employee to any Branch; (iiiv) Offer hire any employee for any of the Branches other than in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner consistent inconsistent with Seller's ’s past practice with respect to its branches which are not being sold; or, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (iiiviii) Transfer transfer to or from any Branch to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) amend, modify or extend any Loan, except (a) in the ordinary course of business consistent with Seller’s approved lending policies, (b) as required by law or as contemplated in this Agreement, the terms of any Loan Document or (Bc) upon in the unsolicited request of a depositor or customer; manner provided in Section 7.8; (ivx) Sellsell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.or

Covenants of the Parties. 7.1 Activity The Executive acknowledges that in the Ordinary Coursecourse of carrying out, performing and fulfilling his obligations to the Corporation hereunder, the Executive will have access to and will be entrusted with information that would reasonably be considered confidential to the Corporation, the disclosure of which to competitors of the Corporation or to the general public will be highly detrimental to the best interests of the Corporation. Until Except as may be required in the Closing Datecourse of carrying out his duties hereunder, (a) Seller the Executive covenants and agrees that he will not disclose, for the duration of this Agreement any such information to any person, other than to the directors, officers, employees or agents of the Corporation that have a need to know such information, nor shall conduct the Executive use or exploit, directly or indirectly, such information for any purpose other than for the purposes of the Corporation, nor will he disclose nor use for any purpose, other than for those of the Corporation, any other information which he may during his employment with respect to the business and affairs of the Corporation or otherwise. The Executive acknowledges and agrees that all right, title and interest in and to any information, trade secrets, advances, discoveries, improvements, research materials and data bases made or conceived by the Executive during his employment relating to the business or affairs of the Corporation, shall belong to the Corporation. Any business opportunities related to the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect Corporation which become known to the fact that Seller Executive during his employment hereunder must be fully disclosed and made available to the Corporation by the Executive, and the Executive agrees not to take or attempt to take any action if the result would be to divert from the Corporation any opportunity which is engaged in certain systems conversions and office closings arising out within the scope of its recent merger with First Interstate Bank, and (b) Seller shall notbusiness. The Executive will not at any time, without the prior written consent of Purchaser: (i) Increase the Corporation, during the Term of this Agreement and after the expiration or agree to increase termination of the salaryExecutive’s employment so long as Executive is receiving bargained for consideration which is defined as Base Salary plus any annual incentives, remuneration either individually or compensation of in partnership, jointly or in conjunction with any Branch Employee (person or make any material increase or decrease in the number of such persons, firm, association, syndicate, company or transfer such persons to corporation, directly or from indirectly engage in, carry on or otherwise have any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesinterest in, advise, or pay permit the Executive’s name to be used in connection with, any business which is directly competitive to the Business, or agree which provides generally the same services as the Business; or solicit, interfere with, accept any business from or render any services to pay anyone whom Executive knows or should have reason to know is a client or a prospective client of the Corporation. The Executive will comply with all applicable securities laws and any uncommitted bonus policies of the Corporation in effect with respect to any Branch Employee other than regular bonuses granted transactions in securities of the ordinary course of Seller's business (which bonuses, in any event, Corporation. The Executive shall be not disparage the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller Corporation or any of its Affiliates; (ii) Offer interest rates affiliates, directors, officers, employees or terms on other representatives in any category manner and shall in all respects avoid any negative criticism of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) the Corporation. The Executive acknowledges and agrees that in the ordinary course event of business or as contemplated a breach of the covenants, provisions and restrictions in this Agreementsection, or (B) upon the unsolicited request Corporation’s remedy in the form of monetary damages will be inadequate and that the Corporation shall be, and is hereby, authorized and entitled, in addition to all other rights and remedies available to it, to apply for and obtain from a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose court of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose competent jurisdiction interim and permanent injunctive relief and an accounting of any all profits and benefits arising out of such breach. Each and every provision of these Sections in “Covenants of the Assets existing on Parties” hereunder shall survive the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property termination or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date expiration of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationExecutive’s employment hereunder.

Covenants of the Parties. 7.1 Activity in Section 4.1 Conduct of Business of the Ordinary Course. Until Company --------------------------------------- During the period from the date of this Agreement to the Closing Date, except (x) as otherwise contemplated by this Agreement or the transactions contemplated hereby, (y) for those matters set forth in Section 4.1 of the Company Disclosure Schedule, or (z) consented to by the Buyer in writing, the Seller shall cause the Company and each of its Subsidiaries: (a) Seller shall to conduct the its business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) operations in the ordinary and usual course of business consistent with past practice and giving effect and, to the fact that Seller is engaged in certain systems conversions and office closings arising out extent consistent therewith, use reasonable best efforts to preserve intact its current business organization, use reasonable efforts to keep available the services of its recent merger current officers and other key employees and preserve its relationships with First Interstate Bank, those persons having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired at the time of the Closing; and (b) Seller shall not, without the prior written consent of Purchaser: not to (i) Increase sell, license or agree to increase the salary, remuneration or compensation dispose of any Branch Employee (of its properties or make any material increase or decrease in the number of such personsassets, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted except finished goods and obsolete assets in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller)business; or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on make any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; loans, advances (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) than advances in the ordinary course of business or as contemplated in this Agreementadvances to the Seller) or capital contributions to, or investments in, any other person; (Biii) upon terminate or amend any of its Contracts or licenses, provided that the unsolicited Company may take such action if the Buyer has not responded to the Company's request for consent (which consent shall not be unreasonably withheld) within two days of a depositor or customer; such request; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contractnew Contracts other than renewals of existing agreements or otherwise in the ordinary course of business; (v) enter into or amend any employment, severance or retirement agreement with any employee or understanding to sell, transfer, assign, encumber or dispose increase the compensation of any of the Assets existing on officers or other employees of the date hereofCompany or any of its Subsidiaries, except for such increases as are granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews and related compensation and benefit increases); (vi) enter into or amend any collective bargaining agreement; provided, however, that if the Buyer shall fail to consent to the Company's entering into any collective bargaining agreement then any events or circumstances that arise from or relate to the Company not entering into such agreement shall not be deemed to (A) be a Company Material Adverse Effect, (B) result in a failure of the conditions set forth in Section 5.3, and the Seller shall have no obligation to indemnify the Buyer Indemnitees for any Buyer Damages (as such terms are hereinafter defined) related thereto; (vii) hire any senior manager (other than any regional sales personnel) without first consulting with the Buyer; (viii) adopt, grant, extend or increase the rate or terms of any bonus, insurance, pension or other Company Plan, payment or arrangement made to, for or with any such officers or employees of the Company or any of its Subsidiaries, except (A) increases required by any applicable Law, and (B) any other benefits payable in any form by the Seller; (ix) make any change in any of its present accounting methods and practices, except as required by changes in U.K. GAAP; (x) license, terminate or allow to lapse any Intellectual Property rights to or from any third party pursuant to an arrangement other than in the ordinary course of business consistent with past practice; (xi) make or authorize any capital expenditures other than in accordance with its annual plan or other than capital expenditures not exceeding $25,000 individually or $100,000 in the aggregate; (xii) settle or compromise any material Tax liability or make any material Tax election, except in the ordinary course of business and in an immaterial aggregate amountor consistent with past practice; provided(xiii) incur any Indebtedness other than from the Seller, howeverissue any debt securities or assume, that guarantee or endorse the obligations of any other persons, or mortgage or encumber any of their respective properties or assets; (xiv) amend its certificate of incorporation or by-laws; (xv) issue, sell, pledge or transfer, or propose to issue, sell, pledge or transfer, any shares of its capital stock, or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of its capital stock or otherwise change its capital stock; (xvi) engage in any eventtransaction with the Seller or any affiliate of the Seller (other than the Company and its Subsidiaries) other than transactions on an arms-length basis or transactions on a basis consistent with past practice; (xvii) cancel or waive any litigation, Seller shall not knowingly take claims or rights with a value to the Company or any action that would create any Encumbrance on Subsidiary of $25,000; or (xviii) take, or agree to take, any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationforegoing actions.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date of this Agreement until the earlier of the Closing DateDate and the date on which the Agreement is terminated pursuant to Article 10, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller will (a) Seller shall conduct with respect to the Purchased Assets, the Assumed Liabilities and the Transferred Activities, use its commercially reasonable best efforts to preserve its business of relationships with its customers and employees, (b) preserve the Branches (includingPurchased Assets, without limitation, filling open positions at the Branches Assumed Liabilities and job-posting the Transferred Activities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (bc) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase except as required by a Benefit Plan or by contractual commitments outstanding on the date hereof, increase or agree to increase the salary, remuneration benefits or incentive compensation of any Branch Unit Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies as generally applicable to Seller employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Unit Employee other than regular (A) incentive compensation granted in the ordinary course of business; (B) in accordance with Seller's past practices in the ordinary course of business with respect to annual performance reviews and related adjustments of base salaries of not more than 3.0% for any Unit Employee and payment of annual bonuses granted to key employees and (C) implementation of a retention/severance plan for employees deemed by Seller to be critical to the pre-closing success of the Transferred activities in accordance with Section 8.6(e) hereof, which, in case of (A), (B) and (C), shall be the obligation of Seller and for which Purchaser shall have no responsibility. (ii) materially increase the number of persons employed in the Transferred Activities or terminate any of the Unit Employees (other than for cause or in the ordinary course of business in accordance with Seller's personnel policies and practices in effect as of the date hereof); (iii) except as required by a Benefit Plan or by contractual commitments outstanding on the date hereof, establish, adopt, enter into or materially amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of the Unit Employees other than in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customerbusiness; (iv) Sellsell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets Purchased Asset or Deposit existing on the date hereof; (v) except pursuant to the request of the applicable obligor, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, A/75499905.9 29 agreement or understanding to sell, transfer, assign, encumber or dispose of any Purchased Loan; (vi) amend, modify or extend any Purchased Loan except in the ordinary course of business consistent with Seller's past practice and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesreasonably prudent banking standards; (vvii) Make or agree to make amend, waive, modify in any material improvements respect or consent to the Owned Real Propertytermination of any Assumed Contract, except or amend, waive, modify or consent to the termination of Seller's rights thereunder; (viii) enter into any contract in connection with respect to commitments for such made on the Transferred Activities or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made Purchased Assets other than in the ordinary course of business; (viix) File any application establish or give any notice to relocate or close any Branch or relocate or close any Branchprice Deposits other than in a manner consistent with Seller's deposit pricing policies in effect as of the date hereof; (viix) Amendintroduce new products or market promotions relating to the Transferred Assets or the Deposits or targeted customers of the Transferred Activities other than in the ordinary course of business; (xi) release, terminate compromise or extend waive any material claim or right that is part of the Purchased Assets or the Assumed Liabilities; (xii) take or permit its Affiliates to take, any action impairing Purchaser's rights or obligations in respect of any Deposit, Purchased Asset or Assumed Liability; (xiii) knowingly take any action that would reasonably be expected to (A) adversely affect the ability of Purchaser to obtain the Regulatory Approval, (B) adversely affect the ability of any party hereto to obtain the any consent required pursuant to this Agreement, or (C) result in the failure of the conditions set forth in Section 9.1(c) or (D) resulting in any material respect any Branch Lease, Tenant Lease of the covenants or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant conditions to the terms and conditions transactions contemplated hereby may not be satisfied; or (xiv) solicit, agree with, or commit to, any Person to do any of any contractual option to extend the things described in any Branch Lease, Tenant Lease or Personal Property Leaseclauses (i) if Seller determines such extension is necessary to deliver the Branch on the Closing Date through (xiii) above except as a fully operative branch banking operationcontemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary CourseSection 5.1 Conduct of RBI’s Business. Until Through the Closing Date, RBI shall, and shall cause each RBI Subsidiary to, in all material respects, conduct its businesses and engage in transactions only in the usual, regular and ordinary course and consistent with past practice, except as otherwise required or contemplated by this Agreement or with the prior written consent of OLB. RBI shall, and shall cause each RBI Subsidiary to, use its commercially reasonable good faith efforts to preserve its business organization intact, maintain good relationships with employees, and preserve the good will of customers of RBI and the RBI Subsidiaries and others with whom business relationships exist, provided that, other than in the case of Permitted Employees, job vacancies that occur prior to the Effective Date through attrition shall not be filled and new employees shall not be hired without the prior written consent of OLB. Through the Closing Date, except as otherwise consented to in writing by OLB, such consent not to be unreasonably withheld, conditioned or delayed, or as permitted by this Agreement, and except as may be required, in writing, by any Regulatory Authority (in which case RBI shall immediately notify OLB), RBI shall not, and shall not permit any RBI Subsidiary to: (a) Seller shall conduct the business Change any provision of the Branches RBI Governing Documents; (includingb) Change the number of authorized or issued shares of its capital stock; repurchase any shares of capital stock; issue or grant any call, without limitationcommitment, filling open positions at subscription, Right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of capital stock; declare, set aside or pay any dividends (including any special dividends) or other distribution in respect of capital stock; or redeem or otherwise acquire any shares of RBI capital stock; (c) Except as set forth in RBI Disclosure Schedule 5.1(c), grant any severance or termination pay, other than pursuant to policies or agreements of RBI or any RBI Subsidiary in effect on the Branches date hereof for employees who are not executive officers, or enter into or amend any employment, consulting, severance, compensation, “change-in-control,” or termination contract or arrangement with, any officer, director, employee, independent contractor, agent, or other person associated with RBI or any RBI Subsidiary; (d) Except for retention payments as OLB and job-posting RBI may mutually agree upon for RBI or Regal employees who remain employed through the Effective Time, grant job promotions or increase the rate of compensation of, or pay any bonus to, any director, officer, employee, independent contractor, agent or other person associated with RBI or any RBI Subsidiary, except, with respect to a Permitted Employee, (i) to the extent such promotion or increase is made by RBI or an RBI Subsidiary in the Branches for open positions at normal course of its business and consistent with its past practices, or (ii) routine periodic pay increases, selective merit pay increases and pay-raises in the normal course of business and consistent with past practices; (e) Sell or otherwise dispose of any material asset, other offices of Seller) than in the ordinary course of business, consistent with past practice; subject any material asset to a Lien, other than in the ordinary course of business consistent with past practice; or modify in any material manner the manner in which it has heretofore conducted its business or enter into any new line of business; (f) Except for FHLB advances and usual deposits taken in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money other than as provided in Section 5.7(c)(i) hereof; or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other Person, other than the issuance of letters of credit in the ordinary course of business and in accordance with the restrictions set forth in Sections 5.1(y) and (z); (g) Sell or otherwise dispose of any RBI Real Property except REO in a reasonably acceptable commercial manner in the ordinary course of business, or sell or otherwise dispose of any securities held by RBI or Regal other than pursuant to redemptions by the issuer thereof; (h) Take any action that would result in any of the representations and warranties of RBI set forth in this Agreement becoming untrue as of any date after the date hereof or in any of the conditions set forth in Article VI hereof not being satisfied, except in each case as may be required by Law (with notice to OLB) or after written consent or waiver from OLB; (i) Change any method, practice, or principle of accounting, except as may be required from time to time by Law or changes in GAAP or by any Regulatory Authority; (j) Waive, release, grant, or transfer any rights of material value or modify or change in any material respect any existing material agreement to which it is a party; (k) Implement any pension, retirement, profit-sharing, bonus, or similar plan or arrangement that was not in effect on the date of this Agreement, or amend any existing pension, retirement, profit-sharing, bonus, or similar plan or arrangement except to the extent required by Law; provided, however, that amendments to the Regal Bank & Trust 401(k) Profit Sharing Plan to modify any of the investment options available thereunder shall not constitute a breach of this Section 5.1(k); (l) Implement or adopt any material change in its: (i) guidelines and policies in existence on the date hereof with regard to underwriting and making extensions of credit, the establishment of reserves with respect to possible losses thereon, or the charge-off of losses incurred thereon; (ii) investment policies and practices; or (iii) other material banking policies, or otherwise fail to conduct its banking activities in the ordinary course of business consistent with past practice except as may be required by changes in Law, GAAP, or the direction of a Regulatory Authority; (m) Otherwise fail to conduct its lending activities in the ordinary course of business consistent with past practice; (n) Enter into, modify, amend or renew any agreement under which RBI or any RBI Subsidiary is obligated to pay more than $50,000 and which is not terminable by RBI or such RBI Subsidiary with 60 days’ notice or less without penalty, payment or other conditions (other than the condition of notice), or enter into, renew, extend or modify any other transaction with any Affiliate, other than deposit and loan transactions in the ordinary course of business and that are in compliance with the requirements of Law; (o) Except as required by Law or at the direction of a Regulatory Authority: (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices; or (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; (p) Take any action that would give rise to a right of payment to any individual under any employment agreement except for contractually required compensation; (q) Purchase any securities; (r) Except in the ordinary course of business consistent with past practice and giving effect involving an amount not in excess of $50,000 (exclusive of any amounts paid directly or reimbursed to RBI or any RBI Subsidiary under any insurance policy maintained by RBI or any RBI Subsidiary), settle any material action, suit, claim, arbitration, investigation, inquiry, grievance or other proceeding (or basis therefor) pending or, to the fact Knowledge of RBI, threatened against or affecting RBI, any RBI Subsidiary, or any of their respective properties or any of their respective assets. Notwithstanding the foregoing, no settlement shall be made if it involves a precedent for other similar claims that, in the aggregate, could reasonably be determined to be material to RBI and the RBI Subsidiaries, taken as a whole; (s) Foreclose upon or otherwise take title to or possession or control of any real property without first obtaining a Phase I environmental report thereon; provided, however, that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller neither RBI nor any RBI Subsidiary shall not, without the prior written consent of Purchaser: be required to obtain such a report: (i) Increase where, after using commercially reasonable efforts, it is unable to gain access to the property, provided that RBI has provided notice to OLB that it has been unable to gain such access and as a result intends to foreclose without obtaining a Phase I environmental report thereon; or agree (ii) with respect to increase the salaryany one- to four-family, remuneration non-agricultural residential property of five acres or compensation of any Branch Employee (less to be foreclosed upon unless it has reason to believe that such property contains hazardous substances known or make any material increase or decrease reasonably suspected to be in the number of such personsviolation of, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesrequire remediation under, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its AffiliatesEnvironmental Laws; (iit) Offer interest rates Make application for the opening or terms on any category closing of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being soldany, or open or close any, branch or automated banking facility; (iiiu) Transfer to Make any new capital expenditure of $50,000 or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customermore; (ivv) Sell, transfer, assign, encumber Sell or otherwise dispose of acquire any loans (excluding originations) or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereofloan participations, except in the ordinary course of business consistent with past practice (but in the case of a sale, after giving OLB or Old Line a first right of refusal to acquire such loan or participation), or sell or acquire any servicing rights; (w) Take any action that would preclude the Merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the IRC; (x) Make any charitable or similar contributions, except consistent with past practice and in an immaterial aggregate amountamounts not to exceed $1,000 individually and $5,000 in the aggregate; (y) Except for any Non-Residential Credit Extension already committed to by RBI on the date of this Agreement and set forth on RBI Schedule 5.1(y), enter into, grant, approve, modify or extend any Non-Residential Credit Extension except in the ordinary course of business consistent with past practice; provided, however, that RBI and/or Regal may not make a Non-Residential Credit Extension (i) in any event, Seller shall not knowingly take any action excess of $1,000,000 or (ii) to an existing customer of Regal that would create any Encumbrance on any of increases the Real Property or the Branch Leasesaggregate loan exposure to such customer by more than $1,000,000; (vz) Make Enter into, grant, approve, modify or agree extend any loan, credit facility, line of credit, or letter of credit for an owner-occupied residence (collectively, a “Residential Credit Extension”) that would result in a credit exposure in excess of the then applicable FHFA jumbo loan limit in the aggregate to make any material improvements a single borrower as determined in reference to the Owned Real Propertycombination rules in 12 C.F.R. Section 32.5; (aa) Issue any communication relating to the Contemplated Transactions to employees (including general communications relating to benefits and compensation) without prior consultation with OLB and, to the extent relating to post-Closing employment, benefit or compensation information, without the prior consent of OLB (which shall not be unreasonably withheld, conditioned or delayed) or issue any communication of a general nature to customers without the prior approval of OLB (which shall not be unreasonably withheld, conditioned or delayed), except with respect to commitments as required by law or for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made communications in the ordinary course of business;business consistent with past practice that do not relate to the Merger or Contemplated Transactions; or (vibb) File Agree to do any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to of the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationforegoing.

Covenants of the Parties. 7.1 Activity For so long as this Agreement has not been terminated in accordance with its terms, each Party agrees and covenants severally (but not jointly) that it shall: a. use commercially reasonable efforts and work in good faith to consummate the Ordinary Course. Until Restructuring and the Closing DateSettlement, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches to enter into a restructuring support agreement in form and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect substance reasonably satisfactory to the fact that Seller is engaged in certain systems conversions Parties (the “Agreed RSA”) pursuant to which the Parties will agree to support a chapter 11 plan (the “Agreed Plan”) to implement the Restructuring and office closings arising out the Settlement, with each of its recent merger with First Interstate Bank, the Agreed RSA and (b) Seller shall the Agreed Plan incorporating the terms of the Summary Term Sheet; and b. not, without the prior written directly or indirectly, support or consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee reorganization, restructuring, recapitalization, refinancing or other than regular bonuses granted in transaction for GenOn that is materially inconsistent with the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amountSummary Term Sheet; provided, however, that that, for the avoidance of doubt, the size and final terms of the financing are subject to continuing discussion with GenOn. Notwithstanding anything to the contrary herein, nothing in this Agreement shall (i) restrict the legal and financial advisors of any Party in any eventmanner, Seller shall not knowingly take any action that would create any Encumbrance on any including without limitation, from communicating with legal or financial advisors for another Party or other holders of the Real Property Notes in any respect, (ii) be deemed or construed as a waiver of attorney-client privilege or constrain the right, ability, and obligation of counsel to any Party to act in accordance with the rules of professional responsibility, or (iii) constrain any Party from acting in accordance with its fiduciary duties. For the avoidance of doubt, nothing in this Agreement shall limit the rights of any holder of Notes to initiate, prosecute, appear, or participate as a party in interest in any litigation opposing the any refinancing proposal affecting GEI, GAG or their subsidiaries, so long as such appearance, initiation, prosecution or participation and the positions advocated in connection therewith are not inconsistent with this Agreement or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationSummary Term Sheet.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until ------------------------------- (a) From the date hereof, to and including the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice practices and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankstandards, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase Permit any of the Branches to engage or agree to increase the salary, remuneration or compensation of any Branch Employee (or make participate in any material increase transaction or decrease in the number of such persons, incur or transfer such persons to or from sustain any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted material obligation except in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesbusiness; (ii) Offer interest rates or terms on any category of deposits or loans at a Branch except as the Branches which are not determined in a manner consistent with Seller's past practice with respect to its branches which are not being soldand procedure; (iii) Transfer Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customercustomer in the ordinary course of business or if such deposit is pledged as security for a loan or similar obligation that is not an Asset; (iv) SellExcept in the ordinary course of business, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch LeasesAsset; (v) Make or agree to make any material improvements to any of the Owned Branches or the Real Property, Property except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and on Schedule 7.1 or normal maintenance, repair or refurbishing maintenance purchased or made in the ordinary course of business; (vi) File Terminate the operations of any of the Branches or file any application or give any notice to relocate or close any Branch or relocate or close any Branch;of the Branches; or (vii) AmendEnter into any commitment, terminate agreement, understanding or extend other arrangements to transfer, assign, encumber or otherwise dispose of the Branches, except in a manner consistent with Seller's obligations under this Agreement; or (viii) Except for those employees of the Branches listed on Schedule 1.2, transfer any material respect employee employed at one of the Branches to any Branch Leaseother branch of Seller, Tenant Lease nor will Seller permit any employee of one of the Branches to post for positions outside such Branch, nor will Seller grant any increase in the salary or Personal Property Leasewages of any of the employees of the Branches other than normal increases at times and amounts consistent with Seller's past practices. (b) Between the date of this Agreement and the Closing Date, neither Seller nor Purchaser shall, and each shall cause its respective officers, directors, agents and employees not to, take any action that is intended to induce, or is reasonably likely to induce, the transfer of banking business from the Branches; provided, however, that nothing in this paragraph shall (i) limit the right of either party to advertise or market its products in the ordinary course of business or (ii) prohibit Purchaser from notifying customers of the Branches of its inability to provide certain services offered by Seller; provided that any such communications shall be agreed upon in advance by Seller may extend any Branch Leaseand Purchaser, Tenant Lease or Personal Property Lease, with both parties acting in its a commercially reasonable business judgment manner. (including without limitation pursuant to c) From the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Leasedate hereof until twelve (12) if Seller determines such extension is necessary to deliver the Branch on months after (i) the Closing Date or (ii) the date of termination of this Agreement, whichever is applicable (the "Non-Solicitation Period"), Seller agrees that it will not solicit or hire any individual who is an employee of Purchaser at any of the Branches or at any branch of Purchaser within a twenty-five (25) mile radius of the Branches. Likewise, except as explicitly contemplated hereby with respect to the Transferred Employees, Purchaser agrees that during the Non-Solicitation Period, Purchaser will not solicit for employment or hire any individual who is an employee of Seller at any branch of Seller within a fully operative branch banking operationtwenty-five (25) mile radius of any of the Branches. The parties agree, however, that general recruiting advertisements not targeted specifically at the other's employees shall not be considered a solicitation under this Section 7.1(c).

Covenants of the Parties. 7.1 Activity in 5.01 Conduct of BFC's Business. From the Ordinary Course. Until date hereof through the Closing Date, except as otherwise set forth herein, BFC shall, and shall cause each BFC Subsidiary to, in all material respects, conduct its businesses and engage in transactions only in the ordinary course and consistent with past practice, except as otherwise required or contemplated by this Agreement or with the written consent of CMTY. BFC shall, and shall cause each BFC Subsidiary to, use its reasonable good faith efforts to preserve its business organization intact, maintain good relationships with employees, and preserve the good will of customers of BFC or the BFC Subsidiaries and others with whom business relationships exist. From the date hereof through the Closing Date, except as otherwise consented to in writing by CMTY (such consent shall not be unreasonably withheld) or as permitted by this Agreement, BFC shall not, and shall not permit any BFC Subsidiary to: (a) Seller shall conduct change any provision of its articles of incorporation or of its bylaws; (b) change the business number of the Branches authorized or issued shares of its capital stock; repurchase any shares of capital stock; or issue or grant any option, warrant, call, commitment, subscription, Right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of capital stock; declare, set aside or pay any dividend or other distribution in respect of capital stock; initiate a dividend reinvestment plan; or redeem or otherwise acquire any shares of BFC capital stock; except that: (includingi) subject to applicable regulatory restrictions, without limitationif any, filling open positions at the Branches and job-posting in the Branches BUCS may pay cash dividends to BFC sufficient for open positions at other offices of SellerBFC to fund any dividend by BFC permitted hereunder; (ii) any BFC Subsidiary may pay dividends to BFC in the ordinary and usual course of business consistent with past practice and giving practice; (c) grant any severance or termination pay to (other than pursuant to policies or agreements of BFC or any BFC Subsidiary in effect to on the fact that Seller is engaged in certain systems conversions and office closings arising out date hereof) or enter into or amend any employment, consulting, severance, "change-in-control" or termination contract or arrangement with any officer, director, employee, independent contractor, agent or other person associated with BFC or any BFC Subsidiary; (d) grant job promotions or increase the rate of its recent merger compensation of, or pay any bonus to, any director, officer, employee, independent contractor, agent or other person associated with First Interstate BankBFC or any BFC Subsidiary, and (b) Seller shall not, without the prior written consent of Purchaserexcept for: (i) Increase or agree to increase the salaryroutine periodic pay increases, remuneration or compensation of any Branch Employee (or make any material increase or decrease selective merit pay increases and pay-raises in the number of such personsconnection with promotions, or transfer such persons to or from any Branch) other than all in accordance with Seller's existing customary past practice; provided, however, that such pay increases and raises shall not exceed five percent (5%) in the aggregate; (ii) subject to the approval of CMTY, which shall not be unreasonably withheld, annual bonuses in the ordinary course (other than timing of payment) for 2006 as scheduled at BFC Disclosure Schedule 5.01(d)(ii), determined consistently with past practice and in accordance with policies generally applicable or agreements of BFC or any BFC Subsidiary in effect on the date hereof, to employees having similar rank be payable on or dutiesbefore December 31, 2006, to persons designated by BFC; and (e) merge or consolidate with any other corporation; sell or lease all or any substantial portion of its assets or businesses; make any acquisition of all or any substantial portion of the business or assets of any other person, firm, association, corporation or business organization; enter into a purchase and assumption transaction with respect to deposits, loans or liabilities; relocate or surrender its certificate of authority to maintain, or pay file an application for the relocation of, any existing office; file an application for a certificate of authority to establish a new office; change the status of any office as to its supervisory jurisdiction; or agree fail to pay maintain and enforce in any uncommitted bonus to material respect its code of ethics and applicable compliance procedures; (f) sell or otherwise dispose of any Branch Employee material asset, other than regular bonuses granted in the ordinary course of Seller's business, consistent with past practice; subject any asset to a lien, pledge, security interest or other encumbrance, other than in the ordinary course of business (which bonuses, consistent with past practice; modify in any event, shall be material manner the responsibility manner in which it has heretofore conducted its business or enter into any new line of Seller)business; orincur any indebtedness for borrowed money, except at in the request ordinary course of such Branch Employeebusiness, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesconsistent with past practice; (iig) Offer interest rates or terms on take any category action which would result in any of deposits at a Branch except as determined the conditions set forth in a manner consistent with Seller's practice with respect to its branches which are Article VI hereof not being soldsatisfied; (iiih) Transfer to change any method, practice or from principle of accounting, except as required by changes in GAAP concurred in by its independent certified public accountants; or change any Branch to assumption underlying, or from any method of Seller's other operations calculation of, depreciation of any type of asset or branches establishment of any reserve; (i) waive, release, grant or transfer any rights of material value or modify or change in any material Assets respect any existing material agreement to which it is a party, other than in the ordinary course of business, consistent with past practice; (j) implement any pension, retirement, profit-sharing, bonus, welfare benefit or similar plan or arrangement that was not in effect on the date of this Agreement, or except as may otherwise be provided for herein, amend any Depositsexisting plan or arrangement except as required by law; (k) materially amend or otherwise modify its underwriting and other lending guidelines and policies in effect as of the date hereof or otherwise fail to conduct its lending activities in the ordinary course of business consistent with past practice; (l) enter into, renew, extend or modify any other transaction with any Affiliate, other than deposit and loan transactions in the ordinary course of business and which are in compliance with the requirements of applicable laws and regulations; (m) enter into any interest rate swap, floor or cap or similar commitment, agreement or arrangement; (n) take any action that would accelerate any right of payment to any individual under any employment agreement, except (Ai) in the ordinary course of business or as contemplated in this Agreementconsistent with past practice, or (Bii) upon for the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date execution of this Agreement or (and heretofore disclosed in writing iii) pursuant to PurchaserSections 5.01(c) and normal maintenance, repair or refurbishing purchased or made in the ordinary course 5.01(d)(i) of businessthis Agreement; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.

Covenants of the Parties. 7.1 Activity 8.1 Management of the Group in the Ordinary CourseInterim Period. Until Except as expressly provided in this Agreement or otherwise approved in writing by the Buyer after the execution of this Agreement, during the period from the date of this Agreement to the Closing Date, Date (ahereinafter referred to as the “Interim Period”) the Seller shall conduct cause the business of the Branches Group to be conducted in its normal and ordinary course in compliance with past practice and the Restructuring Plan, and without taking any action which may cause any of the representations or warranties of the Seller contained in Section 5 to become materially untrue or incorrect. Without limiting the generality of the foregoing, the Seller shall cause, subject to the above, each of the Company and its Subsidiaries, as the case may be, not to: (includinga) amend its by-laws or equivalent constitutional document; (b) as far as the Company is concerned, without limitationmake any payments or undertaking any acts falling within the definition of Leakage; (c) issue, filling open positions at the Branches and job-posting sell, transfer, redeem or otherwise dispose of any participation in the Branches for open positions at capital of any Group Company, or issue, sell or otherwise dispose of any securities convertible into, or options with respect to, or warrants to purchase, or rights to subscribe to, the capital of any Group Company, or issue any other offices instruments outside of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatescourse; (iid) Offer interest rates enter into any agreement, contract, deed and/or undertaking, whether written or terms on oral, with any category of deposits at a Branch except as determined in a manner consistent with person within the Seller's practice with respect to its branches which are not being sold’s Group; (iiie) Transfer to merge, de-merge or from carry out any Branch to other extraordinary corporate transaction or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any change the organisational structure of the Real Property or the Branch LeasesGroup; (vf) Make fail to comply in any material respect with the provisions governing the conduct of the Group set out under the Restructuring Plan and the Convenzione Bancaria or agree in any ancillary documentation relating to their implementation; (g) assume or take on any Group Borrowings in excess of Euro 100,000 (one hundred thousand); (h) sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets (whether tangible or intangible) or properties (other than inventory and products sold to customers) having a value in excess of Euro 100,000 (one hundred thousand); (i) make any material improvements single capital expenditure exceeding Euro 100,000 (one hundred thousand); (j) acquire or dispose of any real properties or any participations in the equity of other companies or acquire, dispose of or lease (as lessor or lessee) any business or segment of business, other than the disposal of Arcotronics Fuel Cells S.r.l., or the business of such company, for not less than Euro 4,000,000 (four million) in cash; (k) enter into any guarantees in relation to obligations of third parties or create, assume or permit to exist any Encumbrance upon any of its assets or assume any undertaking in respect thereto; (l) hire new personnel (with the Owned Real Property, except with respect to commitments for such made on or before exception of the date hiring of this Agreement a new Chief Financial Officer of the Group and the exception of the hiring of personnel (and heretofore disclosed in writing to Purchasera) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business, (b) whose hiring is in progress as of the date of this Agreement or (c) required to replace any employees, provided that any new employee is hired on materially the same terms and conditions as the personnel being replaced), or modify the employment relationship with any employee, with an annual remuneration in excess of Euro 40,000 (forty thousand) per annum, except as mandated under Relevant Laws; (vim) File amend, terminate or create any application pension, health, welfare or give incentive plan or enter into any notice to relocate or close any Branch or relocate or close any Branchlocal labour agreement (“contratti integrativi aziendali”); (viin) Amend, terminate or extend increase in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment manner (including without limitation in the form of bonuses or compensation in kind) the rate of remuneration payable or to become payable to any employees or consultants, other than increases (a) made in accordance with normal past practice or (b) mandated by Relevant Law or collective bargaining (either national or negotiated at company’s level) or individual agreements; (o) enter into any (a) partnership, joint venture, strategic alliance or sharing of revenues, profits, losses, costs or liabilities, or (b) licensing or distribution agreements, or (c) transaction with any Affiliate within the Seller’s Group; (p) make any changes in any method of accounting practice and in the way the Accounting Principles have been applied in the past, unless required by Relevant Laws; (q) cancel, amend or terminate any coverage under any Policies, or permit any such Policy to expire; (r) undertake obligations to do any of the foregoing. 8.2 Access to the Company and the Subsidiaries before Closing. In order to allow the Buyer to assure a smooth transition after Closing and in anticipation of any restructuring of the Group it might carry out after Completion, from the date hereof and until the Closing Date, the Seller shall use its best efforts to procure that each Group Company, upon reasonable request of the Buyer with not less than 5 (five) Business Days notice: (i) allows access to the corporate and selected accounting books and records and to selected further administrative, financial and tax and accounting files and documentation; and (ii) arranges for site visits to the manufacturing facilities and plants of the Group and for meeting sessions with selected managers, officers, key employees and consultants of the Company and each of the Subsidiaries, provided that the timing of such visits and meetings will not interfere with, or prejudice, the ordinary operation of each such Group Company. The Buyer shall treat all information gathered pursuant to this Section 8.2 as confidential information for the terms and conditions purpose of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationSection 10.1.

Covenants of the Parties. 7.1 Activity The Executive acknowledges that in the Ordinary Coursecourse of carrying out, performing and fulfilling his obligations to the Corporation hereunder, the Executive will have access to and will be entrusted with information that would reasonably be considered confidential to the Corporation, the disclosure of which to competitors of the Corporation or to the general public will be highly detrimental to the best interests of the Corporation. Until Except as may be required in the Closing Datecourse of carrying out his duties hereunder, (a) Seller the Executive covenants and agrees that he will not disclose, for the duration of this Agreement or at any time during the pendency of the non-compete term, any such information to any person, other than to the directors, officers, employees or agents of the Corporation that have a need to know such information, nor shall conduct the Executive use or exploit, directly or indirectly, such information for any purpose other than for the purposes of the Corporation, nor will he disclose nor use for any purpose, other than for those of the Corporation, any other information which he may during his employment with respect to the business and affairs of the Corporation or otherwise. The Executive acknowledges and agrees that all right, title and interest in and to any information, trade secrets, advances, discoveries, improvements, research materials and data bases made or conceived by the Executive during his employment relating to the business or affairs of the Corporation, shall belong to the Corporation. Any business opportunities related to the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect Corporation which become known to the fact that Seller Executive during his employment hereunder must be fully disclosed and made available to the Corporation by the Executive, and the Executive agrees not to take or attempt to take any action if the result would be to divert from the Corporation any opportunity which is engaged in certain systems conversions and office closings arising out within the scope of its recent merger with First Interstate Bank, and (b) Seller shall notbusiness. The Executive will not at any time, without the prior written consent of Purchaser: (i) Increase the Corporation, during the Term of this Agreement and for a period of 12 months after the expiration or agree to increase termination of the salaryExecutive’s employment so as Executive is receiving bargained for consideration which is defined as Base Salary plus any annual incentives, remuneration either individually or compensation of in partnership, jointly or in conjunction with any Branch Employee (person or make any material increase or decrease in the number of such persons, firm, association, syndicate, company or transfer such persons to corporation, directly or from indirectly engage in, carry on or otherwise have any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesinterest in, advise, or pay permit the Executive’s name to be used in connection with, any business which is directly competitive to the Business, or agree which provides the same services as the Business; or solicit, interfere with, accept any business from or render any services to pay anyone whom Executive knows or should have reason to know is a client or a prospective client of the Corporation. The Executive will comply with all applicable securities laws and any uncommitted bonus policies of the Corporation in effect with respect to any Branch Employee other than regular bonuses granted transactions in securities of the ordinary course of Seller's business (which bonuses, in any event, Corporation. The Executive shall be not disparage the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller Corporation or any of its Affiliates; (ii) Offer interest rates affiliates, directors, officers, employees or terms on other representatives in any category manner and shall in all respects avoid any negative criticism of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) the Corporation. The Executive acknowledges and agrees that in the ordinary course event of business or as contemplated a breach of the covenants, provisions and restrictions in this Agreementsection, or (B) upon the unsolicited request Corporation’s remedy in the form of monetary damages will be inadequate and that the Corporation shall be, and is hereby, authorized and entitled, in addition to all other rights and remedies available to it, to apply for and obtain from a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose court of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose competent jurisdiction interim and permanent injunctive relief and an accounting of any all profits and benefits arising out of such breach. Each and every provision of these Sections in “Covenants of the Assets existing on Parties” hereunder shall survive the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property termination or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date expiration of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationExecutive’s employment hereunder.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, Company and Launch covenant as follows: (a) Seller From the Effective Date through the Closing, each Party shall conduct promptly inform the business other Parties in writing of any change in facts and circumstances that could render any of the Branches representations and warranties made herein by the Party providing the notice, inaccurate or misleading if such representations and warranties had been made upon the occurrence of the fact or circumstance in question. (b) From the Effective Date through the Closing, Company shall carry on the operation of its business in the ordinary course consistent with the practice conducted immediately prior to the Effective Date, and will use commercially reasonable efforts not to take any action inconsistent with this Agreement. Except as contemplated hereby or as may be incidental to or in furtherance of the transactions contemplated hereby or as may have been set forth herein, Company shall use commercially reasonable efforts to maintain the present character and quality of its business, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, partners (including, without limitation, filling open positions at joint venture partners, syndication partners and strategic partners) and employees. Without limiting the Branches and job-posting generality of the foregoing, unless consented to by Launch in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankwriting, and (b) Seller Company, except as specifically contemplated by this Agreement, shall not: Securities Purchase Agreement BioAuthorize Holdings, without the prior written consent of Purchaser:Inc. (i) Increase incur any indebtedness for borrowed or agree to increase the salary, remuneration purchase money or compensation letters of any Branch Employee (or make any material increase or decrease in the number of such personscredit, or transfer such persons to or from any Branch) assume, guarantee, endorse (other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank endorsements for deposit or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted collection in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Sellerbusiness); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose become responsible for obligations of any of the Assets existing on the date hereof, other person or entity except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in business; (ii) issue or redeem any event, Seller shall not knowingly take any action that would create any Encumbrance on any securities other than pursuant to the exercise of options or warrants outstanding as of the Real Property date hereof; (iii) make or the Branch Leasesincur any obligation to make any distribution to its stockholders; (iv) make any change to its Articles of Incorporation or Bylaws; (v) Make mortgage, pledge or agree to make otherwise encumber any material improvements to the Owned Real Propertyof its assets or sell, transfer or otherwise dispose of any of its assets except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File make any application investment of a capital nature either by purchase of stock or give securities, contributions to capital, property transfer or otherwise, or by the purchase of any notice to relocate property or close assets of any Branch other person or relocate or close any Branchentity, except in the ordinary course of business; (vii) Amendadopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or otherwise permit its corporate existence to be suspended, lapsed or revoked; (viii) sell, lease, license, transfer or otherwise dispose of assets of Company in excess of $10,000.00 in any single transaction or series of transactions; (ix) terminate any material contract or extend make any change in any material contract which will result in an aggregate value, cost or amount in excess of $50,000.00; (x) make any change in any method of accounting or accounting practice except as required by GAAP or applicable law; (xi) enter into, modify or amend any employment agreement or arrangement with, or grant any bonuses, salary increase, or retention pay to, any officer, director, consultant or key employee, other than (x) in connection with promotions or other changes in positions or responsibilities of employees that do not involve an increase in compensation, severance or benefits; or (y) as may be required by applicable law or any benefit plan as in effect on the date hereof; (xii) modify, amend or terminate any benefit plan or increase the benefits provided under any benefit plan except as required by applicable law and except for implementation of the new health insurance plan of which Launch has provided assistance in sourcing and is fully aware and hereby acknowledges; Securities Purchase Agreement BioAuthorize Holdings, Inc. (xiii) enter into, renew on materially different terms or agree to enter into, or renew on materially different terms, any employee welfare, pension, retirement, profit-sharing or similar plan, program, agreement, policy or arrangement except as required by applicable law; (xiv) enter into any new or renew any other material contract with respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms Business which has an aggregate value, cost or amount in excess of $10,000.00; (xv) file any amended returns with respect to taxes, make or change any election in respect of material taxes, enter into any closing agreement, settle any claim or assessment in respect of material taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes; (xvi) make any prepayments with respect to, or advance any funds under, any agreement or arrangement to which the Company is a party other than in the ordinary course of business; or (xvii) make any individual cash payment in excess of $10,000.00, other than payments made in the ordinary course of business (including, without limitation, payments for taxes due and conditions of any contractual option payments to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationCompany’s suppliers).

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, (i) except as set forth in Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as otherwise expressly provided hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use its commercially reasonable efforts to preserve its business relationships with depositors, (b) will maintain the Branches and the Facilities in their current condition, ordinary wear and tear excepted, (c) use its commercially reasonable efforts to conduct the business of the Branches (including, without limitation, filling open positions at and the Branches Facilities and job-posting preserve the Assets and Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (bd) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, benefits, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesof, or pay or agree to pay any uncommitted bonus to to, any Branch Employee Employee, other than, following notice to Purchaser, (A) prior to May 2, 2011, normal salary or wage increases in the ordinary course of business consistent with past practice (however, any such increase shall, in no event, increase the aggregate cash compensation for Branch Employees by more than 2% of their aggregate cash compensation as of the date of this Agreement), (B) increases or payments as required by contractual commitments outstanding on the date hereof and provided to Purchaser prior to the date hereof and set forth on Schedule 7.1(i)(B) of the Seller Disclosure Schedule, and (C) regular bonuses granted in the ordinary course of Seller's business consistent with past practice and set forth on Schedule 7.1(i)(C) of the Seller Disclosure Schedule; (which bonusesii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides for incentive compensation, bonus or commissions or any Employment Agreement (or arrangement that would be an employment agreement if in effect on the date hereof) with respect to any event, shall be the responsibility of SellerBranch Employee (including any new hire); or, except at the request of such Branch Employee, transfer ; (iii) (A) Transfer any Branch Employee to another branch branch, facility or office, office of BBX or Seller or any of its Affiliatestheir respective Affiliates which is not a Branch or Facility, or (B) transfer any employee of BBX or Seller or any of their respective Affiliates who, as of the date hereof, is not a Branch Employee to any Branch or Facility other than temporary assignments of a fill-in nature in the ordinary course of business; (iiiv) Hire any employee for any of the Branches or Facilities other than, prior to May 2, 2011, in the ordinary course and consistent with past practices, including, with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner inconsistent with Seller’s past practice; (viii) Introduce new products or market promotions at any Branch other than market promotions in the ordinary course of business consistent with Seller's practice with respect to its branches which are not being sold’s past practices; provided, however, that in no event shall Seller offer any “teaser” interest rates in the course of introducing any new market promotion permitted under this Section 7.1(viii); (iiiix) Conduct its business in a manner inconsistent with Seller’s past practice for the sole purpose of increasing the Purchase Price Premium; (x) Transfer to or from any Branch or Facility to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, Deposits (except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the pursuant to an unsolicited customer request of a depositor or customerwhere it would be customary banking practice to honor such request); (ivxi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (vxii) Make or agree to make any individual capital expenditure in respect of the Assets or the Assumed Liabilities in excess of $5,000; provided that with respect to any written request for Purchaser’s consent for proposed capital expenditures that Seller deems to be for “emergency purposes,” Purchaser shall respond within forty-eight (48) hours; (xiii) Make or agree to make any material improvements to the Owned Real PropertyProperty or the leased property subject to a Branch Lease or a Facility Lease, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vixiv) File Close, sell, consolidate or relocate any Branch or Facility or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any BranchFacility; (viixv) Amend, terminate or extend in any material respect any Branch Lease, Tenant Facility Lease or Personal Property Tenant Lease; provided, however, Seller may extend any Branch Lease, Facility Lease or Tenant Lease or Personal Property Leaseif, in its reasonable business judgment (including without limitation pursuant to the terms judgment, and conditions of any contractual option to extend in any Branch Leaseafter consultation with Purchaser, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch or Facility on the Closing Date as a fully operative branch banking operation; (xvi) Knowingly take any action that would reasonably be expected to (A) adversely affect the ability of any party hereto to obtain the Regulatory Approvals, (B) adversely affect the ability of any party hereto to obtain any consent required pursuant to this Agreement, (C) result in the failure of the condition set forth in Section 9.1(c) or (D) result in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied; (xvii) Except as permitted by this Section 7.1, knowingly take, or knowingly permit its Affiliates to take, any action impairing in a material respect Purchaser’s rights or obligations in respect of any Deposit, Asset or Assumed Liability; or (xviii) Solicit, agree with, or commit to, any Person to do any of the things described in clauses (i) through (xvii) except as contemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the close of business on the Closing Date, Date (a) Seller shall conduct the business of the Branches Branch (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of SellerBranch) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of PurchaserBuyer: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee over that heretofore disclosed in writing to Buyer by Seller (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any the Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a the Branch except as determined in a manner consistent with past practice and in any event, shall not allow the aggregate amount of certificates of deposit at the Branch in amounts of more than $100,000 to be materially increased over that heretofore disclosed to Buyer by Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any the Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customercustomer or (C) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make Sell, transfer, assign, encumber or agree otherwise dispose of or enter into any contract, agreement or understanding to make sell, transfer, assign, encumber or dispose of any material improvements Loan; (vi) Except as permitted by this Section 7.1, take, or permit its Affiliates to take, any action (A) impairing Buyer's rights in any Deposit or Asset, (B) impairing in any way the Owned Real Propertyability of Buyer to collect upon any Loan, or (C) except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File servicing, waiving any application material right, whether in equity or give at law, that it has with respect to any notice to relocate or close any Branch or relocate or close any Branch;Loan; or (vii) AmendAgree with, terminate or extend commit to, any person to do any of the things described in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment clauses (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Leasei) if Seller determines such extension is necessary to deliver the Branch on the Closing Date through (vi) except as a fully operative branch banking operationcontemplated hereby.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, except (i) as may be required by a Regulatory Authority or applicable law or (ii) as contemplated hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use Commercially Reasonable Efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use Commercially Reasonable Efforts to conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankpractice, and (bd) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) Increase or agree to increase the salary, remuneration salary or compensation wage rate and incentive opportunity of any Branch Employee (or make any material increase or decrease in the number of such personsEmployee, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank normal salary or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, such increases shall, in any no event, shall be increase the responsibility aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of Seller); or, except at the request of such Branch Employee, transfer Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch branch, facility or officeoffice of Seller or any of their respective Affiliates which is not a Branch, or (B) transfer any employee of Seller or any of its AffiliatesAffiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iiiv) Hire any employee for any of the Branches other than in the ordinary course of business and consistent with past practices, including with respect to compensation and benefit levels; provided, however, Seller shall consult with Purchaser prior to the hire of any individual employed as a Branch Manager, commercial loan officer, mortgage lending officer or in any other managerial capacity; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner consistent inconsistent with Seller's ’s past practice with respect to its branches which are not being soldor, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (iiiviii) Transfer to or from any Branch to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; 44 (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business or consistent with Seller’s approved lending policies as contemplated in this Agreement, or (B) upon existed on the unsolicited request of a depositor or customerdate hereof; (ivxi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leasesconsistent with past practice; (vxii) Make or agree to make any material improvements to the Owned Real PropertyProperty or the leased property subject to a Branch Lease, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair maintenance or refurbishing purchased or made in the ordinary course of business; (vixiii) File Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viixiv) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Tenant Lease; provided, however, Seller may extend any Branch Lease, Lease or Tenant Lease or Personal Property Leaseif, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Leasejudgment, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationoperation or to avoid the deemed waiver of any right to extend the term of a Branch Lease; (xv) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvi) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xv) except as contemplated hereby.

Covenants of the Parties. 7.1 Activity 4.1 Conduct of the Company's Business. Except as contemplated by this Agreement and as set forth in Section 4.1 of the Ordinary Course. Until Disclosure Schedule, during the period from the date hereof to the Closing Date, (a) Seller shall the Company will, and will cause the Subsidiaries to, conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) Business solely in the ordinary and usual course of business consistent with past practice and giving effect use reasonable commercial efforts to keep available the services of its officers and employees associated with the Business and preserve its current relationships with customers, suppliers, licensors, creditors and others having business dealings with the Business. Without limiting the generality of the foregoing, except as expressly provided by this Agreement and as set forth in Section 4.1 of the Disclosure Schedule, during the period from the date of this Agreement to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall notClosing Date, without the prior written consent of PurchaserBuyer, not to be unreasonably withheld, neither the Company nor the Subsidiaries, with respect to the Business, will: (ia) Increase create, incur, assume or agree to guarantee any indebtedness for borrowed money, other than borrowings (including, without limitation, obligations in respect of capital leases) and issuances of letters of credit in the ordinary course of business and consistent with past practice; (b) increase the salary, remuneration rate of compensation or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or dutiesbenefits of, or pay or agree to pay any uncommitted bonus benefit to any Branch Employee other than regular (including, but not limited to, severance or termination pay), present or former directors, officers or employees, except (i) salary increases and bonuses granted in accordance with past practices, and (ii) as may be required by any existing Plan, agreement or arrangement disclosed to Buyer prior to the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesdate hereof; (iic) Offer interest rates enter into, adopt, terminate or terms on amend any category Plan, employment or severance agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of deposits at a Branch the date of this Agreement, except as determined in a manner consistent with Seller's practice with respect to its branches which are not being soldrequired by law; (iiid) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Depositssell, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Selllease, transfer, assign, encumber or otherwise dispose of capital assets, real, personal or enter into mixed, which have an aggregate book value in excess of $50,000 or mortgage or encumber any contractproperties or assets, agreement whether real or understanding to sellpersonal, transfer, assign, encumber or dispose which have an aggregate book value in excess of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases$50,000; (ve) Make or agree to make acquire any material improvements assets which are material, individually or in the aggregate, to the Owned Real PropertyCompany and the Subsidiaries, except with respect to commitments for such made on or before the date of this Agreement (raw materials and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made finished goods acquired in the ordinary course of business; (vif) File enter into, modify, amend or terminate any application Material Contract, except (i) modifications or give amendments in connection with renewals of Material Contracts in the ordinary course of business and (ii) any notice modification, amendment or termination approved by Buyer prior to relocate or close the date hereof of any Branch or relocate or close any Branchagreement; (viig) Amendwaive or release any rights of material value, terminate or extend in cancel, compromise, release or assign any material respect indebtedness owed to it or any Branch Lease, Tenant Lease material claims held by it; (h) cancel or Personal Property Lease; provided, however, Seller may extend terminate any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date insurance policy naming it as a fully operative branch banking operationbeneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; (i) effectuate a "plant closing" or "mass layoff" (as those terms are defined under the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or employees of the Company or the Subsidiaries; (j) amend its certificate of incorporation or by-laws; (k) change any of its accounting principles, methods or practices; (l) change its fiscal year end inventory, shipping operations or cut-off procedures; or (m) agree, whether in writing or otherwise, to do any of the foregoing.

Covenants of the Parties. 7.1 Activity Operations in the Ordinary Course. Until From the date hereof and until the --------------------------------- Closing Date, (a) except as permitted by this Agreement or with Purchaser's written consent, Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting Hawaii Division in the Branches for open positions at other offices ordinary and usual course, and will not enter into any material transaction with respect to any of Seller) the Assets or Liabilities or make any material commitment with respect to the Assets or Liabilities except in the ordinary and usual course of business. Seller shall use its best efforts to preserve goodwill and relationships with all Persons having business consistent dealings with past practice the Acquired Business. From the date hereof and giving effect until the Closing Date, except as shall be required by a regulatory authority or by a change in policy applicable to the fact that Seller is engaged in certain systems conversions and office closings arising out all of its recent merger with First Interstate Bankbanking Affiliates, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (iia) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner Deposits which are not consistent with Seller's practice past practices or reduce the service charges related to any category of Deposits or fee based product, except in either case as may reasonably be deemed necessary by Seller in response to competitive developments or to maintain relationships with respect to its branches which are not being soldcustomers of the Hawaii Division; (iiib) Transfer Except in the ordinary course of business in an immaterial amount, or as contemplated herein, transfer any Assets or Liabilities to or from any Branch to or from any of Seller's or its Affiliates other operations or branches any material Assets or any Deposits, except offices; (Ac) Except for transactions in the ordinary course of business or as contemplated in this Agreementan immaterial aggregate amount, or (B) upon the unsolicited request of a depositor or customer; (iv) Sellsell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Liabilities existing on the date hereof, except hereof or arising hereafter in the ordinary course of business and in an immaterial aggregate amount; providedbusiness, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of or agree or commit to do the Real Property or the Branch Leasessame; (vd) Make or agree to make any material improvements to the Owned Real PropertyDesignated Branches, Designated Operating Sites or Designated ATMs, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made maintenance in the ordinary course of business; (vie) File any application or give take any notice other action to relocate or close any Branch or relocate or close any Designated Branch; (viif) AmendTerminate the operations of any Designated Branch, Designated Operating Site or Designated ATM, or terminate the operations of any Other Branch without making arrangements satisfactory to Purchaser for the transfer of any related Deposits at such Other Branch to a Designated Branch; (g) Renew, extend, or extend in renegotiate or otherwise modify any material respect any Branch Lease, Assumed Contract, Tenant Lease or Personal Property LeaseFF&E Agreement that is currently in effect, without the prior written consent of Purchaser, which consent shall be deemed to have been granted if Purchaser shall not have responded to any such written request to consent to such renewal, extension, renegotiation or modification within twenty (20) calendar days after Purchaser's receipt thereof; provided, however, Seller may extend that no such consent shall be required if any Branch such Lease, Assumed Contract, Tenant Lease or Personal Property LeaseFF&E Agreement, as so renewed, extended, renegotiated or modified, may be terminated without cause or penalty on notice of not more than 90 days or involve costs or expenses that do not exceed $25,000 for any twelve (12) month period; (h) Except in the ordinary course of business or as permitted hereunder, take any action (i) materially impairing Purchaser's rights in any Liability or Asset, (ii) materially impairing in any way the ability of Purchaser to collect upon any Loan or New Loan, or (iii) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that it has with respect to any Loan or New Loan; (i) Change in any material respect its reasonable basic policies and practices from those in effect on the date hereof with respect to marketing, loan purchases and lending, personnel practices, accounting or any other material aspect of the operations or business judgment (including without limitation pursuant of the Hawaii Division or with respect to the terms and conditions Acquired Business, provided that Seller shall not be construed as having -------- effected such a change by instituting reasonable incentive compensation arrangements designed to encourage retention of deposit relationships; (j) Undertake any contractual option actions which are inconsistent with a program to extend in any Branch Leaseuse all reasonable efforts to maintain good relations with employees employed by the Hawaii Division, Tenant Lease unless such actions are required or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationpermitted by this Agreement.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until . (a) From the date hereof to and including the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice practices and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankstandards, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase Permit the Branches to engage or agree to increase the salary, remuneration or compensation of any Branch Employee (or make participate in any material increase transaction or decrease in the number of such persons, incur or transfer such persons to or from sustain any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted material obligation except in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesbusiness; (ii) Offer interest rates or terms on any category of deposits Deposits at a Branch except as the Branches which are not determined in a manner consistent with Seller's past practice with respect to its branches which and procedure and which, in any event, are not being soldmaterially either over or under what would be considered market rates (i.e., rates generally offered by similarly situated banks in the municipalities and immediately surrounding areas of the Branches) at the time of the offer; (iii) Transfer Commence any new interest rate promotions with respect to any category of Deposits at the Branches without providing ten (10) calendar days’ prior written notice thereof to Purchaser; (iv) Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, except ; (Av) Except in the ordinary course of business or as contemplated in this Agreementbusiness, or (B) upon the unsolicited request of a depositor or customer; (iv) Sellsell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch LeasesAsset; (vvi) Make or agree to make any material improvements Improvements to the Owned Branches or the Real Property; (vii) Terminate the operations of the Branches or file any application to relocate or close the Branches, except as contemplated in Section 4.12; (viii) Enter into any commitment, agreement, understanding or other arrangements to transfer, assign, encumber or otherwise dispose of the Branches, except in a manner consistent with respect Seller’s obligations under this Agreement; or (ix) Transfer any employee employed at one of the Owned Branches to commitments any other branch of Seller, nor will Seller permit any employee of one of the Owned Branches to post for positions outside such made on Owned Branch, nor will Seller grant any increase in the salary or before wages of any of the employees of the Owned Branches other than normal increases at times and amounts consistent with Seller’s past practices. (b) Between the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, howeverClosing Date, Seller may extend shall not, and shall cause its officers, directors, agents and employees not to, take any Branch Leaseaction that is intended to induce, Tenant Lease or Personal Property Leaseis reasonably likely to induce, in its reasonable the transfer of banking business judgment (including without limitation pursuant to from the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationBranches.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until . (a) From the date hereof, to and including the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice practices and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankstandards, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase Permit any of the Branches to engage or agree to increase the salary, remuneration or compensation of any Branch Employee (or make participate in any material increase transaction or decrease in the number of such persons, incur or transfer such persons to or from sustain any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted material obligation except in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliatesbusiness; (ii) Offer interest rates or terms on any category of deposits or loans at a Branch except as the Branches which are not determined in a manner consistent with Seller's past practice with respect to its branches which are not being soldand procedure; (iii) Transfer Except as expressly contemplated herein, transfer to or from any Branch the Branches to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customercustomer in the ordinary course of business or if such deposit is pledged as security for a loan or similar obligation that is not an Asset; (iv) SellExcept in the ordinary course of business, sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch LeasesAsset; (v) Make or agree to make any material improvements to any of the Owned Branches or the Real Property, Property except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and on Schedule 7.1 or normal maintenance, repair or refurbishing maintenance purchased or made in the ordinary course of business; (vi) File Terminate the operations of any of the Branches or file any application or give any notice to relocate or close any Branch or relocate or close any Branchof the Branches; (vii) AmendEnter into any commitment, terminate agreement, understanding or extend other arrangements to transfer, assign, encumber or otherwise dispose of the Branches, except in a manner consistent with Seller’s obligations under this Agreement; or (viii) Except for those employees of the Branches listed on Schedule 1.2, transfer any material respect employee employed at one of the Branches to any Branch Leaseother branch of Seller, Tenant Lease nor will Seller permit any employee of one of the Branches to post for positions outside such Branch, nor will Seller grant any increase in the salary or Personal Property Leasewages of any of the employees of the Branches other than normal increases at times and amounts consistent with Seller’s past practices. (b) Between the date of this Agreement and the Closing Date, neither Seller nor Purchaser shall, and each shall cause its respective officers, directors, agents and employees not to, take any action that is intended to induce, or is reasonably likely to induce, the transfer of banking business from the Branches; provided, however, Seller may extend any Branch Lease, Tenant Lease that nothing in this paragraph shall (i) limit the right of either party to advertise or Personal Property Lease, market its products in the ordinary course of business or (ii) prohibit Purchaser from notifying customers of the Branches of its reasonable business judgment inability to provide certain services offered by Seller. (including without limitation pursuant to c) From the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Leasedate hereof until twenty-four (24) if Seller determines such extension is necessary to deliver the Branch on months after (i) the Closing Date or (ii) the date of termination of this Agreement, whichever is applicable (the “Non-Solicitation Period”), Seller agrees that it will not solicit or hire any individual who is an employee of Purchaser at any of the Branches or at any branch of Purchaser within a twenty-five (25) mile radius of the Branches. Likewise, except as explicitly contemplated hereby with respect to the Transferred Employees, Purchaser agrees that during the Non-Solicitation Period, Purchaser will not solicit for employment or hire any individual who is an employee of Seller at any branch of Seller within a fully operative branch banking operationtwenty-five (25) mile radius of any of the Branches. The parties agree, however, that general recruiting advertisements not targeted specifically at the other’s employees shall not be considered a solicitation under this Section 7.1(c).

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until the Closing Date, (a) Seller shall conduct the business of the Branches (including, without limitation, filling open positions at the Branches and job-posting in the Branches for open positions at other offices of Seller) in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall not, without the prior written consent of Purchaser: (i) Increase or agree to increase the salary, remuneration or compensation of any Branch Employee (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereof, except in the ordinary course of business and in ,an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of the Real Property or the Branch Leases; (v) Make or agree to make any material improvements to the Owned Real Property, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made in the ordinary course of business; (vi) File any application or give any notice to relocate or close any Branch or relocate or close any Branch; (vii) Amend, terminate or extend in any material respect any Branch Lease, Tenant Lease or Personal Property Lease; provided, however, Seller may extend any Branch Lease, Tenant Lease or Personal Property Lease, in its reasonable business judgment (including including, without limitation limitation, pursuant to the terms and conditions of any contractual option to extend in any Branch Lease, Tenant Lease or Personal Property Lease) if Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operation.

Covenants of the Parties. 7.1 Activity Conduct of Business of the Sellers. ---------------------------------- (a) Except as described in Schedule 7.1, from the Ordinary Course. Until date hereof to the Closing Date, (a) Seller shall the Sellers will conduct the business of Business related to the Branches Purchased Assets (including, without limitation, filling open positions at to the Branches extent the Sellers have the legal right and job-posting in the Branches for open positions at other offices of Sellerauthority to do so) in the according to their ordinary and usual course of business consistent with past practice and giving effect Good Utility Practice. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bank, and (b) Seller shall notClosing Date, without the prior written consent of Purchaserthe Buyer (which consent shall not be unreasonably withheld), the Sellers will not with respect to the Purchased Assets or the related Business: (i) Increase or agree to increase the salary, remuneration or compensation of create any Branch Employee Encumbrance (or make any material increase or decrease in the number of such persons, or transfer such persons to or from any Branchexcept Permitted Encumbrances) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted in the ordinary course of Seller's business (which bonuses, in any event, shall be the responsibility of Seller); or, except at the request of such Branch Employee, transfer any Branch Employee to another branch or office, of Seller or any of its Affiliates; (ii) Offer interest rates or terms on any category of deposits at a Branch except as determined in a manner consistent with Seller's practice with respect to its branches which are not being sold; (iii) Transfer to or from any Branch to or from any of Seller's other operations or branches any material Assets or any Deposits, except (A) in the ordinary course of business or as contemplated in this Agreement, or (B) upon the unsolicited request of a depositor or customer; (iv) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets existing on the date hereofPurchased Assets, except in the ordinary course of Sellers' business or as required under Sellers' debt instruments and as will be removed on or prior to the Closing Date; (ii) make any material change in an immaterial the levels of fuel inventory and stores inventory customarily maintained by the Sellers with respect to the Purchased Assets, except for such changes which are consistent with Good Utility Practice; (iii) enter into any commitment for the purchase or sale of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of BHE (or, after the Closing, by Buyer) in its sole discretion, if the aggregate amountpayment under such commitment and all other outstanding commitments not previously approved by the Buyer would be expected to exceed $1 million; (iv) sell, lease (as lessor), transfer or otherwise dispose of any of the Purchased Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with Good Utility Practice; (v) amend, terminate or grant any waiver or consent with respect to any of the Sellers' Agreements other than in the ordinary and usual course of business, or take any action, or permit PHC to take any action, to dissolve Bangor-Pacific; (vi) enter into or amend any material real or personal property Tax agreement, treaty or settlement; (vii) make or approve any increase in the compensation payable by Sellers to any of the Employees (including, without limitation, salary, bonuses and benefits) except for increases consistent with past practices as heretofore disclosed to the Buyer; provided, however, that in any event, Seller the foregoing shall not knowingly take restrict the granting by the Sellers of voluntary early retirement and severance packages in accordance with the Employee Transition Plan solely at the Sellers' expense; (viii) enter into any action that would create any Encumbrance on oral or written contracts, agreements, commitments or arrangements (A) to do any of the Real Property foregoing matters, or (B) with respect to the Branch Leases;Purchased Assets, in excess of $500,000 which have a term in excess of six (6) months, unless it is terminable by the Sellers and their assignee without penalty or premium upon not more than 30 days' notice, or (C) outside the ordinary course of business. (vb) Make or agree to make any material improvements Without limiting the generality of the first sentence of Section 7.1, prior to the Owned Real PropertyClosing Date, except with the prior written consent of the Buyer, the Sellers will, with respect to commitments for such made on the Purchased Assets: (i) consult with the Buyer as to the making of any material decisions or before the date taking of this Agreement (and heretofore disclosed any material actions in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or made matters other than in the ordinary course of business; (viii) File consult with the Buyer as to the making of any application material decisions or give the taking of any notice to relocate or close any Branch or relocate or close any Branchmaterial actions involving environmental decisions; (viiiii) Amendmaintain the Purchased Assets in customary repair, terminate working order and condition (reasonable wear and tear excepted) and, except as contemplated by Section 7.10, repair or extend replace any Purchased Assets damaged or destroyed by fire or other casualty; (iv) keep in force at not less than their present limits all policies of insurance to the extent reasonably practicable in light of the prevailing market conditions in the insurance industry and promptly notify Buyer of the cancellation of any such policy or any material respect modification thereto; and (v) maintain their customary business relationships with any Branch Leaselessor, Tenant Lease licensor, customer or Personal Property Lease; providedsupplier of any Seller, howeverand maintain their relationship with Purchased Assets Employees consistent with historical practice (subject to renegotiation of the Collective Bargaining Agreement). (c) Notwithstanding anything in Section 7.1(a) or (b) to the contrary, Seller may extend any Branch Lease, Tenant Lease or Personal Property Leasethe Sellers may, in its reasonable business judgment their sole discretion (including without limitation pursuant i) make Maintenance Expenditures and Capital Expenditures up to but not to exceed the terms Maintenance and conditions Capital Expenditures Amount, (ii) make, at the Sellers' expense, such other maintenance and capital expenditures as the Sellers deem necessary, and (iii) take any action in respect of any contractual option to extend the Purchased Assets (not otherwise described in any Branch Lease, Tenant Lease (a) or Personal Property Lease(b)) if Seller determines such extension is necessary to deliver that does not adversely affect the Branch on Purchased Assets or the Closing Date as a fully operative branch banking operationAssumed Liabilities.

Covenants of the Parties. 7.1 Activity in the Ordinary Course. Until From the date hereof until the Closing Date, except (i) as set forth on Schedule 7.1 of the Seller Disclosure Schedule, (ii) as may be required by a Regulatory Authority or applicable law or (iii) as specifically contemplated hereby, Seller (a) Seller shall will, with respect to the Branches, the Assets and the Assumed Liabilities, use its reasonable best efforts to preserve its business relationships with depositors, (b) will maintain the Branches in their current condition, ordinary wear and tear excepted, (c) use its reasonable best efforts to conduct the business of the Branches (including, without limitation, filling open positions at and preserve the Branches Assets and job-posting Assumed Liabilities in the Branches for open positions at other offices of Seller) all material respects in the ordinary and usual course of business consistent with past practice and giving effect to the fact that Seller is engaged in certain systems conversions and office closings arising out of its recent merger with First Interstate Bankpractice, and (bd) Seller shall not, without the prior written consent of Purchaser:Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): , (i) Increase or agree to increase the salary, remuneration salary or compensation wage rate and incentive opportunity of any Branch Employee (or make any material increase or decrease in the number of such personsEmployee, or transfer such persons to or from any Branch) other than in accordance with Seller's existing customary policies generally applicable to employees having similar rank normal salary or duties, or pay or agree to pay any uncommitted bonus to any Branch Employee other than regular bonuses granted wage increases in the ordinary course of Seller's business consistent with past practice (which bonuseshowever, such increases shall, in any no event, shall be increase the responsibility aggregate cash compensation for Branch Employees by more than 3% on an annualized basis or for any individual Branch Employee by more than 10%); (ii) Establish, adopt, enter into or amend any plan, agreement or arrangement that provides incentive compensation, bonus or commissions exclusively for the benefit of Seller); or, except at the request of such Branch Employee, transfer Employees that would result in any material increase in liability for Purchaser; (iii) (A) Transfer any Branch Employee to another branch branch, facility or office, office of Seller or any of its AffiliatesAffiliates which is not a Branch, or (B) transfer any employee of Seller or any of its Affiliates who, as of the date hereof, is not a Branch Employee to any Branch other than in the ordinary course of business; (iiiv) Hire any employee for any of the Branches other than in the ordinary course and consistent with past practices, including with respect to the type of position filled and the compensation and benefit levels; (v) Terminate any Branch Employee, except in the ordinary course of business in accordance with existing personnel policies and practices of Seller; (vi) Establish or price Deposits at any Branch other than in the ordinary course of business consistent with Seller’s past practices (including deposit pricing policies in effect for such Branch as of the date hereof), subject to the limitation in (vii) below; (vii) Offer interest rates or terms on any category of deposits Deposits at a any Branch except as determined in a manner consistent inconsistent with Seller's ’s past practice with respect to its branches which are not being soldor, without limiting the generality of the foregoing, accept any brokered deposits at the Branches; (iiiviii) Transfer to or from any Branch to or from any of Seller's ’s other operations or branches any material Assets or any Deposits, except (A) pursuant to an unsolicited customer request or (B) if such Deposit is pledged as security for a loan or other obligation that is not a Loan; (ix) Amend, modify or extend any Loan, except in the manner provided in Section 7.8; (x) Originate any loan at the Branch or that is attributed to the Branch, except in the ordinary course of business or consistent with Seller’s approved lending policies as contemplated in this Agreement, or (B) upon existed on the unsolicited request of a depositor or customerdate hereof; (ivxi) Sell, transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to sell, transfer, assign, encumber or dispose of any of the Assets or Deposits existing on the date hereof, except in the ordinary course of business consistent with past practice and in an immaterial aggregate amount; provided, however, that in any event, Seller shall not knowingly take any action that would create any Encumbrance on any of prior to the Real Property or thirtieth (30th) day before the Branch LeasesClosing Date; (vxii) Make or agree to make any material improvements to the Owned Real PropertyProperty or the leased property subject to a Branch Lease, except with respect to commitments for such made on or before the date of this Agreement (and heretofore disclosed in writing to Purchaser) and normal maintenance, repair or refurbishing purchased or maintenance made in the ordinary course of business; (vixiii) File Add any Personal Property to any of the Branches except as necessary to operate in the ordinary course of business; (xiv) Close, sell, consolidate, relocate or materially alter any Branch or otherwise file any application or give any notice to relocate or close any Branch or relocate or close any Branch; (viixv) Amend, terminate or extend in any material respect any Branch Lease, or Tenant Lease or Personal Property Lease; provided, however. Seller may, Seller may in consultation with Purchaser, extend any Branch Lease, Lease or Tenant Lease or Personal Property Leaseif, in its Seller’s reasonable business judgment (including without limitation pursuant to the terms and conditions of any contractual option to extend in any Branch Leasejudgment, Tenant Lease or Personal Property Lease) if after reasonable consultation with Purchaser, Seller determines such extension is necessary to deliver the Branch on the Closing Date as a fully operative branch banking operationoperation or to avoid the deemed waiver of any right to extend the term of a Branch Lease or Tenant Lease; (xvi) Release, compromise or waive any material claim or right that is part of the Assets or the Assumed Liabilities; or (xvii) Agree with, or commit to, any person to do any of the things described in clauses (i) through (xvi) except as contemplated hereby.