Common use of Forbearances of the Company Clause in Contracts

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as may be required by applicable law or regulation, the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of Parent (which, except in the case of clause (b), shall not be unreasonably withheld or delayed): (i) other than in the ordinary course of business consistent with past practice, incur any long-term indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness of any other person (other than deposits and similar liabilities, indebtedness of the Company’s Subsidiaries to the Company or any of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or (ii) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereof; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, make, declare or pay any dividend (except (A) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) at a rate not in excess of $0.22 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance with the terms of such securities; and (C) dividends paid by any wholly owned Subsidiary of the Company so long as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunder) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; or (iii) enter into any agreement, understanding or arrangement with respect to the voting of its capital stock; (c) grant any additional Options, Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or issue any additional shares of capital stock, other than with respect to issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case (i) pursuant to the exercise of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation plan; (d) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including capital stock in any Significant Subsidiaries of the Company, to any person other than a direct or indirect wholly owned Subsidiary, or cancel or release any material indebtedness to any such person or any claims held by any such person, except (i) internal reorganizations, liquidations or consolidations involving existing Subsidiaries of the Company or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure Schedule; (e) make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation, limited partnership or other entity other than a wholly owned Subsidiary; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions in the ordinary course of business consistent with past practice or (C) purchases of investment securities in the ordinary course of business consistent with past practice; (f) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (g) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (other than employees who are party to a Retention Agreement or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than in the ordinary course of business consistent with past practice and consistent with loans made in the ordinary course of the business of the Company and its Subsidiaries; or (iv) except to the extent set forth in Section 5.02 of the Company Disclosure Schedule, establish, adopt, enter into, waive any provision of, amend or terminate any Company Benefit Plan (including the waivers referenced in Section 3.12(e)) or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, provided that the Company may amend any Company Benefit Plan to the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004); (h) settle any material claim, action or proceeding involving money damages or waive or release any material rights or claims, except in the ordinary course of business consistent with past practice; (i) change its methods, practices or policies of financial or tax accounting in effect at December 31, 2005, except as required by changes in GAAP, law or regulation, as concurred in by the Company’s independent public accountants in the case of changes in financial accounting or as set forth in Section 5.02 of the Company Disclosure Schedule; (j) adopt or implement any amendment to its articles or certificate of incorporation, articles of association, bylaws (or similar documents) or any plan of consolidation, merger, reorganization, share exchange or complete or partial liquidation (or a letter of intent or agreement in principle with respect thereto) other than as expressly provided herein in connection with the Merger; (k) except as otherwise expressly permitted elsewhere in this Section 5.02, engage or participate in any material transaction (other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practice; (l) take any action that is intended or at the time it is taken may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or take any intentional action which would adversely affect or delay in any material respect the ability of Parent, Merger Sub or the Company to obtain any required regulatory approval; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.02.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 5.2 of the Company Disclosure Schedule, Schedules or as expressly required or contemplated or permitted by this Agreement or as may be required by applicable law or regulationAgreement, the Company shall not, and shall cause not permit any of its Subsidiaries not to, do any of the following, without the prior written consent of Parent (which, except in the case of clause (b), which consent shall not be unreasonably withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, purchases of Federal funds, Federal Home Loan Bank borrowings with maturities of six months or less, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business consistent with past practice, incur any long-term indebtedness for borrowed money including with respect to prices, terms and conditions) or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness obligations of any other person individual, corporation or other entity, except, in the case of this clause (other than deposits and similar liabilitiesii), indebtedness in connection with presentation of items for collection (e.g., personal or business checks) in the Company’s Subsidiaries to ordinary course of business consistent with past practice; provided, that, the Company shall consult with Parent in good faith with respect to any sales of brokered or any internet certificates of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or deposit with a term that exceeds six (ii6) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereofmonths; (b) (i) adjust, split, combine or reclassify any capital stock; stock or other equity interest, (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, stock or other equity interest or make, declare or pay any dividend or distribution (except for (A) dividends paid in the ordinary course of business by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary, (B) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the on Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) Common Stock at a rate not in excess of $0.22 0.04 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance and payment dates consistent with the terms of such securities; past practice and (C) dividends paid by any wholly owned Subsidiary required in respect of the Company so long outstanding Trust Preferred Securities as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderdate hereof) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any Company Equity Awards, stock appreciation rights, restricted stock; , restricted stock units, awards based on the value of the Company’s capital stock or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock, (iv) issue or commit to issue any additional shares of capital stock of the Company or issue, sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Company Subsidiary (except for issuances upon the exercise or settlement of Company Equity Awards outstanding as of the date hereof in accordance with the terms of such awards as in effect as of the date hereof) or (iiiv) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (c) grant any additional Optionssell, Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or issue any additional shares of capital stock, other than with respect to issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case (i) pursuant to the exercise of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation plan; (d) selllease, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including capital stock in any Significant Subsidiaries of the CompanyOREO, to any person Person other than a direct or indirect wholly owned Company Subsidiary, or cancel or release any material indebtedness except subject to any such person or any claims held by any such personSection 5.2(k), except sales of OREO, Loans, Loan participations and sales of investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company; (d) (i) internal reorganizationsacquire direct or indirect control over any business or Person, liquidations whether by stock purchase, merger, consolidation or consolidations involving existing Subsidiaries of the Company otherwise, or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure Schedule; (e) make any material other investment either by purchase of stock or equity securities, contributions to capital, property transfers, transfers or purchase of any property or assets of any other individualPerson, corporationexcept, limited partnership with respect to clauses (i) and (ii), in connection with a foreclosure of collateral or other entity other than conveyance of such collateral in lieu of foreclosure taken in connection with collection of a wholly owned Subsidiary; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of the Company, and with respect to clause (ii) only, purchases of equity securities made in connection with Federal Home Loan Bank borrowings incurred in accordance with Section 5.2(a); (e) except as required under applicable Law or the terms of any Company Benefit Plan as in effect as of the date hereof or as set forth in Section 5.2(e) of the Company Disclosure Schedules, (i) enter into, adopt, amend or terminate, commence participation in, or agree to enter into, adopt or terminate or commence participation in, any Company Benefit Plan (or any employee benefit plan, program or policy that would be a Company Benefit Plan if in effect as of the date hereof), (ii) increase or agree to increase the compensation or benefits payable to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (including the payment of any amounts to any such individual not otherwise due), (iii) enter into any new, amend or commence participation in any existing, collective bargaining agreement or similar agreement with respect to the Company or any of its Subsidiaries, (iv) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan, (v) grant any awards or accelerate the vesting of or lapsing of restrictions with respect to any equity-based compensation or other incentive compensation or (Cvi) purchases (A) hire or promote any employee, or engage any independent contractor that is a natural person, of investment securities the Company or any of its Subsidiaries who has (or with respect to hiring, engaging or promoting, will have) an annual target compensation opportunity of $200,000 or more (other than internal promotions made in connection with the departure of a former employee) or (B) other than in the ordinary course of business, terminate the employment of any employee, or service of any independent contractor that is a natural person, of the Company or any of its Subsidiaries other than a termination of employment or service for cause; (f) (i) settle any claim, action or proceeding other than claims, actions or proceedings in the ordinary course of business consistent with past practice involving solely money damages where the amounts not reimbursable or recoverable pursuant to policies of insurance exceed $200,000 individually or $500,000 in the aggregate, or waive, compromise, assign, cancel or release any material rights or claims or (ii) agree or consent to the issuance of any injunction, decree, order or judgment restricting or otherwise affecting its business or operations; (g) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than, subject to Section 5.2(f), in the ordinary course of business consistent with past practice; (fh) implement or adopt any change in accounting principles, practices or methods, except for transactions as required by changes in the ordinary course of business consistent with past practiceGAAP as concurred in by Xxxxx Xxxxxx Xxxxxxx LLP, its independent auditors, or by applicable Laws; (i) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any amended Tax Return, enter into or terminate any material lease, contract or agreementclosing agreement with respect to Taxes, or make settle any material change in Tax claim, audit, assessment or dispute or surrender any right to claim a refund of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of termsTaxes; (gj) other than adopt or implement any amendment to the Company Articles of Incorporation, the Company Bylaws or comparable governing documents of its Subsidiaries; (k) except as reasonably required pursuant to existing agreements or as otherwise required by applicable lawin connection with changes in prevailing market interest rates and in consultation with Parent, (i) increase the compensation materially restructure or fringe benefits of any present or former director, officer or employee of the Company materially change its investment securities portfolio or its Subsidiaries (except for increases gap position, through purchases, sales or otherwise, or the manner in salary which the portfolio is classified or wages of employees (other than employees who are party to a Retention Agreement reported or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant invest in any severance mortgage-backed or termination pay mortgage-related securities which would be considered “high-risk” securities under applicable regulatory pronouncements or any collateralized debt obligations or private label (non-agency) mortgage-backed securities; (l) except with respect to any present Loans or former directorLoan commitments, officer enter into, modify, amend or employee terminate any Material Contract or any Contract that would constitute a Material Contract if it were in effect on the date of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiariesthis Agreement, other than (i) in the ordinary course of business consistent with past practice and consistent in consultation with loans made in the ordinary course Parent, currency exchange, commodities or other hedging Contracts, (ii) renewals of Contracts of the business type described in Section 3.14(a)(iii) with existing customers of the Company and its Subsidiaries; or (iv) except to the extent set forth in Section 5.02 of the Company Disclosure Schedule, establish, adopt, enter into, waive any provision of, amend or terminate any Company Benefit Plan (including the waivers referenced in Section 3.12(e)) or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, provided that the Company may amend any Company Benefit Plan to the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004); (h) settle any material claim, action or proceeding involving money damages or waive or release any material rights or claims, except in the ordinary course of business consistent with past practice; practice and (iiii) change its methods, practices or policies normal renewals of financial or tax accounting in effect at December 31, 2005, except as required by changes in GAAP, law or regulation, as concurred in by the Company’s independent public accountants in the case of changes in financial accounting or as set forth in Section 5.02 of the Company Disclosure Schedule; (j) adopt or implement any amendment to its articles or certificate of incorporation, articles of association, bylaws (or similar documents) or any plan of consolidation, merger, reorganization, share exchange or complete or partial liquidation (or a letter of intent or agreement in principle with respect thereto) other than as expressly provided herein in connection with the Merger; (k) except as otherwise expressly permitted elsewhere in this Section 5.02, engage or participate in any material transaction (other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than Real Property Leases in the ordinary course of business consistent and in consultation with past practiceParent; (lm) change in any material respect the credit policies or collateral eligibility requirements and standards of the Company; (n) except as required by applicable Law, enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, securitization, acquiring, selling, servicing, or buying or selling rights to service, Loans; (o) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of the Company or any Company Subsidiary, other than normal renewals of Real Property Leases in respect of any branches or other facilities utilized by the Company or any of its Subsidiaries on the date hereof in the ordinary course of business and in consultation with Parent; (p) make, or commit to make, any capital expenditures that exceed by more than five percent (5%) per calendar year the amounts set forth on Section 5.2(p) of the Company Disclosure Schedules; (q) without previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, Chief Executive Officer or such other representative as may be designated by Parent or as disclosed on Section 5.2(q)(i) of the Company Disclosure Schedules), (i) make or acquire any Loan or Loan participation or issue a commitment (or renew or extend an existing commitment), except to the extent approved by the Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(q)(i) of the Company Disclosure Schedules, for any Loan relationship having total credit exposure to the applicable borrower (and its Affiliates), as calculated for applicable loan-to-one-borrower regulatory limitations, in excess of $5,000,000 (whether prior to or after giving effect to any such Loan or Loan participation or commitment (or renewal or extension)); provided, however, that, with respect to any Loan relationship having total credit exposure to the applicable borrower (and its Affiliates), as calculated for applicable loan-to-one-borrower regulatory limitations, in excess of $5,000,000 as of the date hereof, such Loans or Loan participations or commitments (or renewals or extensions) shall be permitted so long as not resulting in an increase in total credit exposure (in the aggregate between the date hereof and the Closing) to the applicable borrower (and its Affiliates) of greater than $2,500,000; (ii) amend, renew, restructure or modify in any material respect any existing Loan relationship or Loan participation that would result in total credit exposure to the applicable borrower (and its Affiliates), as calculated for applicable loan-to-one-borrower regulatory limitations, in excess of $5,000,000; provided, that, in the case of this clause (ii), with respect to any Loan relationship having total credit exposure to the applicable borrower (and its Affiliates), as calculated for applicable loan-to-one-borrower regulatory limitations, in excess of $5,000,000 as of the date hereof, such amendments, renewals, restructurings or modifications shall be permitted so long as not resulting in an increase in total credit exposure (in the aggregate between the date hereof and the Closing) to the applicable borrower (and its Affiliates) of greater than $2,500,000; (iii) except as set forth in Section 5.2(q)(iii) of the Company Disclosure Schedules, make or acquire, or increase the concentrations of its shared national credits; or (iv) take any of the actions set forth in Section 5.2(q)(iv) of the Company Disclosure Schedules; (r) take any action that is intended to, would or at the time it is taken may would be reasonably be expected likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (s) take any intentional action, or knowingly fail to take any action, which action which or failure to act would adversely affect prevent or delay in any material respect impede, or could reasonably be expected to prevent or impede, the ability Merger from qualifying as a “reorganization” within the meaning of Parent, Merger Sub or Section 368(a) of the Company to obtain any required regulatory approvalCode; or (mt) agree to, or make any commitment to, take or adopt any resolutions of the board of directors of the Company in support of, any of the actions prohibited by this Section 5.025.2.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as may be required by applicable law or regulationAgreement, the Company shall not, and nor shall cause it permit any of its Subsidiaries not to, without the prior written consent of Parent (which, except in the case of clause (b), shall not be unreasonably withheld or delayed):Parent: (ia) other than in the ordinary course of business consistent with past practice, (i) incur any long-term indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness of any other person (other than deposits and similar liabilities, short-term indebtedness incurred to refinance existing short-term indebtedness, indebtedness of the Company’s Subsidiaries to the Company or any of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals credit), (ii) assume, guarantee, endorse or extensions thereof)otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or (iiiii) makemake any loan or advance, or commit to make, incur any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereof; (b) other than the declaration and payment of ordinary course dividends on Company Shares at the usual times and in the usual amount which the Company has adequate earnings to support and which, in any event, do not exceed $0.29 per Company Share per quarter (i) adjust, split, combine or reclassify any capital stockshares or other equity securities; (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, make, declare or pay any dividend (except (A) regular quarterly cash dividends (with record the Special Dividend and payment dates consistent with past practice, provided that the Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) at a rate not in excess of $0.22 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance with the terms ordinary course of such securities; and (C) dividends paid business by any wholly wholly-owned Subsidiary of the Company so long as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderCompany) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity securities or any securities or obligations convertible into or exchangeable for any shares of its capital stockor other equity securities; or (iii) enter into issue any agreement, understanding additional restricted Company Shares under PARS or arrangement with respect to the voting of its capital stock; (c) grant any additional Options, Restricted Shares Company Share Options or Restricted Stock Units Employee Purchase Rights or other equity-based awards or grant any person Person any right to acquire any shares of its capital stock or other equity securities or any right the value of which is based on the value of shares of its capital stockor other equity securities, or (iv) issue any additional shares of capital stockor other equity securities, other than with respect to issuances by a wholly owned Subsidiary the exercise, conversion or settlement of the Company of its capital stock Share Options or Employee Purchase Rights granted prior to the Company; except in each case (i) date hereof pursuant to the exercise of Options outstanding Company Share Option Plans or Company Share Purchase Plans or as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in contemplated by Section 3.02(b) of the Company Disclosure Schedule, 6.14; or (iiv) enter into any agreement, understanding or arrangement with respect to the extent required as sale or voting of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors its shares or deferred compensation planother equity securities; (dc) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including capital stock in including, without limitation, shares of any Significant Subsidiaries of the Company, to any person individual, corporation or other entity other than a direct or indirect wholly owned Subsidiary, or cancel cancel, release or release assign any material indebtedness to any such person Person or any claims held by any such personPerson, except (i) internal reorganizations, liquidations in the ordinary course of business consistent with past practice or consolidations involving existing Subsidiaries of the Company or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure ScheduleAgreement; (ed) except for transactions in the ordinary course of business consistent with past practice, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation, limited partnership or other entity other than a wholly owned Subsidiary; provided; (e) terminate, howeveramend, supplement or otherwise modify the Rights Agreement or take any action that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions would result in the ordinary course redemption of business consistent with past practice or the Rights (C) purchases of investment securities as defined in the ordinary course of business consistent with past practiceRights Agreement); (f) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (g) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (other than employees who are party to a Retention Agreement or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than in the ordinary course of business consistent with past practice and consistent with loans made or as required by law or contracts in the ordinary course effect as of the business date hereof, (i) increase in any manner the wages, salaries, compensation, pension or any other employee benefits (including any incentive or bonus payments or perquisites) of any current or former employees, consultants or directors of the Company and or any of its Subsidiaries; , (ii) vest, fund or (iv) except to pay, or accelerate the extent set forth in Section 5.02 of the Company Disclosure Schedulevesting, establish, adopt, enter into, waive any provision funding or payment of, amend any compensation benefits or allowance (except as required by the terms of any existing Company Benefit Plans) to any such current or former employees, consultants or directors, (iii) become a party to, commit itself to, amend, extend or terminate any Company Benefit Plan Plan, including any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, severance, consulting, retention, change in control, termination, deferred compensation or incentive pay agreement with or for the benefit of any current or former employee, consultant or director, (including the waivers referenced in Section 3.12(e)iv) make any award or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, provided that the Company may amend grant under any Company Benefit Plan or otherwise (including, without limitation, the grant of any stock options, stock appreciation rights, restricted stock units or other awards), or (v) grant or increase any severance or termination rights or benefits (except to make payments required to be made under obligations existing on the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, date hereof in whole or in part, to avoid the application of Section 409A of the Code by preserving accordance with the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004obligations); (h) settle any material claim, action or proceeding involving money damages or waive or release any material rights or claims, except in the ordinary course of business consistent with past practice; (i) change its methods, practices or policies methods of financial or tax accounting in effect at December 31, 20052002, except as required by changes in GAAPGAAP or, law or regulation, as concurred in by the Company’s independent public accountants in the case of changes its Subsidiaries, other applicable generally accepted accounting principles, or change any of its methods of reporting material items of income and deductions for Tax purposes from those employed in financial accounting or as set forth in Section 5.02 the preparation of the Tax returns of the Company Disclosure Schedulefor the taxable years ending December 31, 2002 and 2001, except as required by changes in law or regulation; (j) adopt or implement any amendment to its articles or certificate of incorporation, memorandum or articles of association, bylaws (bye-laws or similar documentsdocuments (or, in the case of the Company, the 114B Licence) or any plan of amalgamation, consolidation, merger, reorganization, share exchange or complete reorganization or partial liquidation (or a letter scheme of intent or agreement in principle with respect thereto) other than as expressly provided herein in connection with the Mergerarrangement; (k) except as otherwise expressly permitted elsewhere in this Section 5.02, engage or participate in any material transaction (other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practice; (l) take any intentional action that is intended or at the time it is taken may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger Amalgamation set forth in Article VII not being satisfied or take in a violation of any intentional action which would adversely affect provision of this Agreement, except, in every case, as may be required by applicable law, regulation or delay in any material respect the ability of Parent, Merger Sub or the Company to obtain any required regulatory approvalsafe and sound banking practices; or (ml) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.025.2.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 of the Company Disclosure Schedule, Schedule or except as expressly contemplated or permitted by this Agreement or as may be required by applicable law or regulationAgreement, the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of Parent (which, except in the case of clause (b), shall not be unreasonably withheld or delayed): (ia) other than in the ordinary course of business consistent with past practice, incur (i) any long-term indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness of any other person (other than deposits and similar liabilities, indebtedness of the Company’s 's Subsidiaries to the Company or any of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or (ii) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereof; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, make, declare or pay any dividend (except (A) regular annual or quarterly cash dividends (with record and payment dates consistent with past practice, provided that the Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) at a rate not in excess of $0.22 0.19 per share of Company Common Stock Share per quarter; quarter and (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance with the terms ordinary course of such securities; and (C) dividends paid business by any wholly owned Subsidiary of the Company so long as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderCompany) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; or (iii) enter into any agreement, understanding or arrangement with respect to the voting of its capital stock; (c) grant any additional Options, Options or Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or (iv) issue any additional shares of capital stock, other than with respect to the exercise, conversion or settlement of Options or Restricted Shares granted prior to the date hereof pursuant to the Company Stock Plans and issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case or (iv) pursuant enter into any agreement, understanding or arrangement with respect to the exercise voting of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation planits capital stock; (dc) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including including, without limitation, capital stock in any Significant Subsidiaries of the Company, to any person other than a direct or indirect wholly owned Subsidiary, or cancel or release any material indebtedness to any such person or any claims held by any such person, except (i) internal reorganizations, liquidations or consolidations involving existing Subsidiaries of the Company Company, (ii) subject to Section 6.02(c), as may be required by law to consummate the transactions contemplated hereby, (iii) other activities in the ordinary course of business consistent with past practice or (iiiv) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure ScheduleAgreement; (ed) except for transactions in the ordinary course of business consistent with past practice, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation, limited partnership or other entity other than a wholly owned Subsidiary; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, Subsidiaries or (B) foreclosures and other debt-previously-contracted acquisitions in the ordinary course of business consistent with past practice or (C) purchases of investment securities in the ordinary course of business consistent with past practicebusiness; (fe) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (gf) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (other than employees who are party to a Retention Agreement or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than in the ordinary course of business consistent with past practice and consistent with loans made or as required by law or contracts in the ordinary course effect as of the business of the Company and its Subsidiaries; or (iv) except to the extent date hereof set forth in Section 3.13 or Section 5.02 of the Company Disclosure Schedule, establishincrease in any manner the wages, adoptsalaries, enter intocompensation, waive pension or other fringe benefits or perquisites of any provision ofcurrent or former employees, consultants or directors of the Company or any of its Subsidiaries, or vest, fund or pay any pension or retirement allowance other than as required by any existing Company Benefit Plans disclosed in the Company Disclosure Schedule to any such current or former employees, consultants or directors or become a party to, amend or terminate commit itself to any Company Benefit Plan (including pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, severance, consulting, retention, change in control, termination, deferred compensation or incentive pay agreement with or for the waivers referenced in Section 3.12(e)) benefit of any current or any planformer employee, agreementconsultant or director or, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence except as of the date of expressly contemplated by this Agreement, provided that accelerate the vesting, funding or payment of any compensation payment or benefit (except pursuant to the mandatory terms of existing plans or agreements disclosed on the Company may amend any Company Benefit Plan to the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004Disclosure Schedule); (hg) settle any material claim, action or proceeding involving money damages or waive or release any material rights or claims, except in the ordinary course of business consistent with past practice; (ih) change its methods, practices or policies methods of financial or tax accounting in effect at December 31, 20052000, except as required by changes in GAAP, or change any of its methods of reporting material items of income and deductions for Tax purposes from those employed in the preparation of the Tax returns of the Company for the taxable years ending December 31, 2000 and 1999, except as required by changes in law or regulation, as concurred in by the Company’s independent public accountants in the case of changes in financial accounting regulation or as set forth in Section 5.02 of the Company Disclosure Schedule; (ji) adopt or implement any amendment to its articles or certificate of incorporation, articles of association, bylaws (or similar documents) or any plan of consolidation, merger, reorganization, share exchange merger or complete or partial liquidation (or a letter of intent or agreement in principle with respect thereto) reorganization other than as expressly provided herein in connection accordance with the Mergerprovisions of this Agreement; (k) except as otherwise expressly permitted elsewhere in this Section 5.02, engage or participate in any material transaction (other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practice; (lj) take any intentional action that is intended or at the time it is taken may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied satisfied, except, in every case, as may be required by applicable law, regulation or take any intentional action which would adversely affect or delay in any material respect the ability of Parent, Merger Sub or the Company to obtain any required regulatory approvalsafe and sound banking practices; or (mk) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.02.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 5.2 of the Company Disclosure Schedule, Schedules or as expressly contemplated or permitted required by this Agreement or as may be required by applicable law or regulationAgreement, the Company shall not, and shall cause not permit any of its Subsidiaries not to, do any of the following, without the prior written consent of Parent (which, except in the case of clause (b), which consent shall not be unreasonably withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, purchases of Federal funds, Federal Home Loan Bank borrowings with maturities of six months or less, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business consistent with past practice, incur any long-term indebtedness for borrowed money including with respect to prices, terms and conditions) or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness obligations of any other person individual, corporation or other entity, except, in the case of this clause (other than deposits and similar liabilitiesii), indebtedness in connection with presentation of items for collection (e.g., personal or business checks) in the Company’s Subsidiaries to ordinary course of business consistent with past practice; provided, that, the Company shall consult with Parent in good faith with respect to any sales of brokered or any internet certificates of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or deposit with a term that exceeds six (ii6) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereofmonths; (b) (i) adjust, split, combine or reclassify any capital stock; stock or other equity interest, (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, stock or other equity interest or make, declare or pay any dividend or distribution (except for (A) dividends paid in the ordinary course of business by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary, (B) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the on Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) Common Stock at a rate not in excess of $0.22 0.07 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance and payment dates consistent with the terms of such securities; past practice and (C) dividends paid by any wholly owned Subsidiary required in respect of the Company so long outstanding Trust Preferred Securities as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderdate hereof) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any Company Restricted Stock Awards, stock appreciation rights, options, restricted stock; , restricted stock units, awards based on the value of the Company’s capital stock or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock, (iv) issue or commit to issue any additional shares of capital stock of the Company or issue, sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Company Subsidiary or (iiiv) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (c) grant any additional Options, Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or issue any additional shares of capital stock, other than with respect to issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case (i) pursuant to the exercise of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation plan; (d) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including capital stock in any Significant Subsidiaries of the Company, to any person other than a direct or indirect wholly owned Subsidiary, or cancel or release any material indebtedness to any such person or any claims held by any such person, except (i) internal reorganizations, liquidations or consolidations involving existing Subsidiaries of the Company or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure Schedule; (e) make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation, limited partnership or other entity other than a wholly owned Subsidiary; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions in the ordinary course of business consistent with past practice or (C) purchases of investment securities in the ordinary course of business consistent with past practice; (f) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (g) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (other than employees who are party to a Retention Agreement or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than in the ordinary course of business consistent with past practice and consistent with loans made in the ordinary course of the business of the Company and its Subsidiaries; or (iv) except to the extent set forth in Section 5.02 of the Company Disclosure Schedule, establish, adopt, enter into, waive any provision of, amend or terminate any Company Benefit Plan (including the waivers referenced in Section 3.12(e)) or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, provided that the Company may amend any Company Benefit Plan to the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004); (h) settle any material claim, action or proceeding involving money damages or waive or release any material rights or claims, except in the ordinary course of business consistent with past practice; (i) change its methods, practices or policies of financial or tax accounting in effect at December 31, 2005, except as required by changes in GAAP, law or regulation, as concurred in by the Company’s independent public accountants in the case of changes in financial accounting or as set forth in Section 5.02 of the Company Disclosure Schedule; (j) adopt or implement any amendment to its articles or certificate of incorporation, articles of association, bylaws (or similar documents) or any plan of consolidation, merger, reorganization, share exchange or complete or partial liquidation (or a letter of intent or agreement in principle with respect thereto) other than as expressly provided herein in connection with the Merger; (k) except as otherwise expressly permitted elsewhere in this Section 5.02, engage or participate in any material transaction (other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practice; (l) take any action that is intended or at the time it is taken may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or take any intentional action which would adversely affect or delay in any material respect the ability of Parent, Merger Sub or the Company to obtain any required regulatory approval; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.02.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 5.2 of the Company Disclosure Schedule, Schedules or as expressly contemplated or permitted required by this Agreement or as may be required by applicable law or regulationAgreement, the Company shall not, and shall cause not permit any of its Subsidiaries not to, do any of the following, without the prior written consent of Parent (which, except in the case of clause (b), which consent shall not be unreasonably withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, purchases of Federal funds, Federal Home Loan Bank borrowings with maturities of six months or less, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business consistent with past practice, incur any long-term indebtedness for borrowed money including with respect to prices, terms and conditions) or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness obligations of any other person individual, corporation or other entity, except, in the case of this clause (other than deposits and similar liabilitiesii), indebtedness in connection with presentation of items for collection (e.g., personal or business checks) in the Company’s Subsidiaries to ordinary course of business consistent with past practice; provided, that, the Company shall consult with Parent in good faith with respect to any sales of brokered or any internet certificates of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or deposit with a term that exceeds six (ii6) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereofmonths; (b) (i) adjust, split, combine or reclassify any capital stock; stock or other equity interest, (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, stock or other equity interest or make, declare or pay any dividend or distribution (except for (A) dividends paid in the ordinary course of business by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary, (B) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the on Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) Common Stock at a rate not in excess of $0.22 0.07 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance and payment dates consistent with the terms of such securities; past practice and (C) dividends paid by any wholly owned Subsidiary required in respect of the Company so long outstanding Trust Preferred Securities as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderdate hereof) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any Company Restricted Stock Awards, stock appreciation rights, options, restricted stock; , restricted stock units, awards based on the value of the Company’s capital stock or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock, (iv) issue or commit to issue any additional shares of capital stock of the Company or issue, sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Company Subsidiary or (iiiv) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (c) grant any additional Optionssell, Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or issue any additional shares of capital stock, other than with respect to issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case (i) pursuant to the exercise of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation plan; (d) selllease, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including capital stock in any Significant Subsidiaries of the CompanyOREO, to any person Person other than a direct or indirect wholly owned Company Subsidiary, or cancel or release any material indebtedness except, subject to any such person or any claims held by any such personSection 5.2(k), except sales of OREO, Loans, Loan participations and sales of investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company; (d) (i) internal reorganizationsacquire direct or indirect control over any business or Person, liquidations whether by stock purchase, merger, consolidation or consolidations involving existing Subsidiaries of the Company otherwise, or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure Schedule; (e) make any material other investment either by purchase of stock or equity securities, contributions to capital, property transfers, transfers or purchase of any property or assets of any other individualPerson, corporationexcept, limited partnership with respect to clauses (i) and (ii), in connection with a foreclosure of collateral or other entity other than conveyance of such collateral in lieu of foreclosure taken in connection with collection of a wholly owned Subsidiary; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of the Company; (e) except as required under applicable Law, Contract or the terms of any Company Benefit Plan as in effect as of the date hereof (i) enter into, adopt, amend or terminate, commence participation in, or agree to enter into, adopt or terminate or commence participation in, any Company Benefit Plan (or any employee benefit plan, program or policy that would be a Company Benefit Plan if in effect as of the date hereof), (ii) increase or agree to increase the compensation or benefits payable to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (including the payment of any amounts to any such individual not otherwise due), (iii) enter into any new, amend or commence participation in any existing, collective bargaining agreement or similar agreement with respect to the Company or any of its Subsidiaries, (iv) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan, (v) grant any awards or accelerate the vesting of or lapsing of restrictions with respect to any equity-based compensation or other incentive compensation or (Cvi) purchases (A) hire or promote any employee, or engage any independent contractor, of investment securities the Company or any of its Subsidiaries who has (or with respect to hiring, engaging or promoting, will have) an annual target compensation opportunity of $150,000 or more or (B) terminate the employment of any employee, or service of any independent contractor, of the Company or any of its Subsidiaries other than a termination of employment or service for cause in the ordinary course of business consistent with past practice; (f) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (g) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation settle any claim, action or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (proceeding other than employees who are party to a Retention Agreement claims, actions or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than proceedings in the ordinary course of business consistent with past practice and consistent with loans made involving solely money damages not in excess of $100,000 individually or $250,000 in the ordinary course of the business of the Company and its Subsidiaries; aggregate, or (iv) except to the extent set forth in Section 5.02 of the Company Disclosure Schedulewaive, establishcompromise, adoptassign, enter into, waive any provision of, amend or terminate any Company Benefit Plan (including the waivers referenced in Section 3.12(e)) or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, provided that the Company may amend any Company Benefit Plan to the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004); (h) settle any material claim, action or proceeding involving money damages or waive cancel or release any material rights or claims or (ii) agree or consent to the issuance of any injunction, decree, order or judgment restricting or otherwise affecting its business or operations; (g) pay, discharge or satisfy any claims, except liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than, subject to Section 5.2(f), in the ordinary course of business consistent with past practice; (ih) implement or adopt any change its methodsin accounting principles, practices or policies of financial or tax accounting in effect at December 31, 2005methods, except as required by changes in GAAPGAAP or by applicable Laws; (i) make, law change or regulationrevoke any Tax election, as concurred in by the Company’s independent public accountants in the case change an annual Tax accounting period, adopt or change any Tax accounting method, file any amended Tax Return, enter into any closing agreement with respect to Taxes, or settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of changes in financial accounting or as set forth in Section 5.02 of the Company Disclosure ScheduleTaxes; (j) adopt or implement any amendment to the Company Articles of Incorporation, the Company Bylaws or comparable governing documents of its articles or certificate of incorporation, articles of association, bylaws (or similar documents) or any plan of consolidation, merger, reorganization, share exchange or complete or partial liquidation (or a letter of intent or agreement in principle with respect thereto) other than as expressly provided herein in connection with the MergerSubsidiaries; (ki) except as otherwise expressly permitted elsewhere materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in this Section 5.02, engage which the portfolio is classified or participate reported or (ii) invest in any material transaction mortgage-backed or mortgage related securities which would be considered “high-risk” securities under applicable regulatory pronouncements or any collateralized debt obligations or private label (non-agency) mortgage-backed securities; (l) enter into, modify, amend or terminate any Material Contract or any Contract that would constitute a Material Contract if it were in effect on the date of this Agreement, other than furnishing information and participating in discussions to the extent permitted by Section 6.03(i) or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practicepractice and in consultation with Parent, currency exchange, commodities and other hedging Contracts, (ii) renewals of Contracts of the type described in Section 3.14(a)(iii) with existing customers of the Company in the ordinary course of business consistent with past practice and (iii) normal renewals of Real Property Leases in the ordinary course of business and in consultation with Parent; (lm) change in any material respect the credit policies or collateral eligibility requirements and standards of the Company; (n) except as required by applicable Law, enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, securitization, acquiring, selling, servicing, or buying or selling rights to service, Loans; (o) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of the Company or any Company Subsidiary, other than normal renewals of Real Property Leases in respect of any branches or other facilities utilized by the Company or any of its Subsidiaries on the date hereof in the ordinary course of business and in consultation with Parent; (p) make, or commit to make, any capital expenditures other than those set forth in the Company’s capital expenditure budget set forth in Section 5.2(p) of the Company Disclosure Schedules; (i) make or acquire any Loan or Loan participation or issue a commitment (or renew or extend an existing commitment) either (A) outside of the ordinary course of business consistent with past practice and in all respects with the Company’s applicable policies, guidelines and limits existing as of the date hereof or (B) involving a total credit relationship of more than $4,000,000 with a single borrower and its affiliates, or (ii) make or acquire any Loan participation outside of the ordinary course of business consistent with past practice, or exceeding an amount equal to $4,000,000 in the aggregate; (r) take any action that is intended to, would or at the time it is taken may would be reasonably be expected likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated in this Agreement, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (s) take any intentional action, or knowingly fail to take any action, which action which or failure to act would adversely affect prevent or delay in any material respect impede, or could reasonably be expected to prevent or impede, the ability Merger from qualifying as a “reorganization” within the meaning of Parent, Merger Sub or Section 368(a) of the Company to obtain any required regulatory approvalCode; or (mt) agree to, or make any commitment to, take or adopt any resolutions of the board of directors of the Company in support of, any of the actions prohibited by this Section 5.025.2.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 5.2 of the Company Disclosure ScheduleSchedule and, except as expressly contemplated or permitted by this Agreement or as may be required by applicable law or regulationthe Option Agreement, the Company shall not, and shall cause not permit any of its Subsidiaries not to, without the prior written consent of Parent (which, except in the case of clause (b), shall not be unreasonably withheld or delayed):Parent: (ia) other than in the ordinary course of business consistent with past practice, incur (i) any long-term indebtedness for borrowed money (other than short-term indebtedness incurred to refinance existing short-term indebtedness, and indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries, and indebtedness under existing lines of credit), assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness obligations of any other person (individual, corporation or other than deposits and similar liabilitiesentity, indebtedness of the Company’s Subsidiaries to the Company or make any of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals loan or extensions thereof), advance or (ii) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereof; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, make, declare or pay any dividend (except except, (A) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) at a rate not in excess of $0.22 per share of the rate heretofore in effect on the Company Common Stock per quarter; and dividends on the Company Preferred Stock pursuant to the terms thereof and (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance with the terms ordinary course of such securities; and (C) dividends paid business by any Subsidiary (whether or not wholly owned Subsidiary owned) of the Company so long as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderCompany) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (iii) grant any additional Options or Units, or any stock appreciation rights, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, (iv) issue any additional shares of capital stock, other than with respect to the conversion of convertible securities outstanding as of the date hereof pursuant to their terms and the exercise of Options granted prior to the date hereof pursuant to the Company Stock Plans; or (iiiv) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (c) grant any additional Options, Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or issue any additional shares of capital stock, other than with respect to issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case (i) pursuant to the exercise of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation plan; (d) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including including, without limitation, capital stock in any Significant Subsidiaries of the Company, to any person individual, corporation or other entity other than a direct or indirect wholly owned Subsidiary, or cancel cancel, release or release assign any material indebtedness to any such person Person or any claims held by any such personPerson, except (i) internal reorganizations, liquidations in the ordinary course of business consistent with past practice or consolidations involving existing Subsidiaries of the Company or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 5.2(c) of the Company Disclosure Schedule; (ed) except for transactions in the ordinary course of business consistent with past practice, make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation, limited partnership or other entity other than a wholly owned Subsidiary; provided, however, that Subsidiary of the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions in the ordinary course of business consistent with past practice or (C) purchases of investment securities in the ordinary course of business consistent with past practiceCompany; (fe) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (gf) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (other than employees who are party to a Retention Agreement or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than in the ordinary course of business consistent with past practice and consistent with loans made practice, as required by law or contracts in the ordinary course of the business of the Company and its Subsidiaries; or (iv) except to the extent set forth in Section 5.02 of the Company Disclosure Schedule, establish, adopt, enter into, waive any provision of, amend or terminate any Company Benefit Plan (including the waivers referenced in Section 3.12(e)) or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence effect as of the date of hereof or as contemplated by this Agreement, provided that increase in any manner the compensation or fringe benefits of any employees, former employees, directors or former directors of the Company may amend or any of its Subsidiaries, or pay any pension or retirement allowance not required by any existing Company Benefit Plan Plans to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, severance or incentive pay agreement with or for the extent necessary benefit of any employee or accelerate the vesting of any stock options or other stock based compensation (except pursuant to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004existing plans or agreements); (hg) settle any material claim, action or proceeding involving money damages or waive or release any material rights or claims, except in the ordinary course of business consistent with past practice; (ih) change its methods, practices or policies methods of financial or tax accounting in effect at December 31, 20051997, except as required by changes in GAAP, or change any of its methods of reporting income and deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns of the Company for the taxable years ending December 31, 1997 and 1996, except as required by changes in law or regulation, as concurred in by the Company’s independent public accountants in the case of changes in financial accounting regulation or as set forth in Section 5.02 5.2 of the Company Disclosure Schedule; (ji) adopt or implement any amendment to its articles or certificate of incorporation, articles of association, bylaws (or similar documents) incorporation or any plan of consolidation, mergermerger or reorganization or any changes to its bylaws; (j) materially restructure or materially change its investment securities portfolio or its gap position, reorganizationthrough purchases, share exchange sales or complete otherwise, or partial liquidation (the manner in which the portfolio is classified or a letter of intent reported or agreement in principle materially alter the credit or risk concentrations associated with respect thereto) its underwriting and other than as expressly provided herein in connection with the Mergerinvestment banking businesses; (k) except as otherwise expressly permitted elsewhere in this Section 5.02, engage or participate in any material transaction (other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practice; (l) take any action that is intended or at the time it is taken may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or take in a violation of any intentional action which would adversely affect provision of this Agreement, except, in every case, as may be required by applicable law; (l) other than as may be required to effect "market risk" hedging activities, (i) enter into any new agreement, understanding or delay arrangement in respect of any material Equity Derivatives Instruments, or amend, modify or terminate any existing agreement, understanding or arrangement in respect of any Equity Derivatives Instruments, or (ii) sell, transfer, encumber or otherwise dispose of any Equity Derivatives Instruments, except, in each case, with the ability prior consent of Parent, Merger Sub ; or decrease the Company aggregate amount of reserves attributable to obtain the Equity Derivatives Portfolio other than in connection with any disposition or charge-off undertaken with Parent's consent or as required regulatory approvalby GAAP; or (m) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.025.2.

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 5.2 of the Company Disclosure Schedule, Schedules or as expressly contemplated or permitted required by this Agreement or as may be required by applicable law or regulationAgreement, the Company shall not, and shall cause not permit any of its Subsidiaries not to, do any of the following, without the prior written consent of Parent (which, except in the case of clause (b), which consent shall not be unreasonably withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, purchases of Federal funds, Federal Home Loan Bank borrowings with maturities of six (6) months or less, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business consistent with past practice, incur any long-term indebtedness for borrowed money including with respect to prices, terms and conditions) or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness obligations of any other person individual, corporation or other entity, except, in the case of this clause (other than deposits and similar liabilitiesii), indebtedness in connection with presentation of items for collection (e.g., personal or business checks) in the Company’s Subsidiaries to ordinary course of business consistent with past practice; provided that, the Company shall consult with Parent in good faith with respect to any sales of brokered or any internet certificates of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or deposit with a term that exceeds six (ii6) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereofmonths; (b) (i) adjust, split, combine or reclassify any capital stock; stock or other equity interest, (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, stock or other equity interest or make, declare or pay any dividend or distribution (except for (A) dividends paid in the ordinary course of business by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary, (B) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the on Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) Common Stock at a rate not in excess of $0.22 0.16 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance and payment dates consistent with the terms of such securities; past practice and (C) dividends paid by any wholly owned Subsidiary in respect of the Company so long outstanding Trust Preferred Securities as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunderdate hereof) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any stock appreciation rights, options, restricted stock; , restricted stock units, awards based on the value of the Company’s capital stock or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock, (iv) issue or commit to issue any additional shares of capital stock of the Company or issue, sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Company Subsidiary (except for issuances upon the exercise or settlement of Company Equity Awards outstanding as of the date hereof in accordance with the terms of such awards as in effect as of the date hereof) or (iiiv) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (c) grant any additional Optionssell, Restricted Shares or Restricted Stock Units or grant any person any right to acquire any shares of its capital stock or any right the value of which is based on the value of shares of its capital stock, or issue any additional shares of capital stock, other than with respect to issuances by a wholly owned Subsidiary of the Company of its capital stock to the Company; except in each case (i) pursuant to the exercise of Options outstanding as of the date hereof or settlement of Restricted Stock Units or deferred stock units outstanding as of the date hereof, in each case as set forth in Section 3.02(b) of the Company Disclosure Schedule, or (ii) to the extent required as of the date of this Agreement pursuant to the Company’s ESPP, 401(k) Plan, Restricted Stock Plan for Non-employee Directors or deferred compensation plan; (d) selllease, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets, including capital stock in any Significant Subsidiaries of the CompanyOREO, to any person Person other than a direct or indirect wholly owned Company Subsidiary, or cancel or release any material indebtedness except subject to any such person or any claims held by any such personSection 5.2(k), except sales of OREO, Loans, Loan participations and sales of investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company; (d) (i) internal reorganizationsacquire direct or indirect control over any business or Person, liquidations whether by stock purchase, merger, consolidation or consolidations involving existing Subsidiaries of the Company otherwise, or (ii) pursuant to contracts or agreements in force at the date of this Agreement and set forth in Section 5.02 of the Company Disclosure Schedule; (e) make any material other investment either by purchase of stock or equity securities, contributions to capital, property transfers, transfers or purchase of any property or assets of any other individualPerson, corporationexcept, limited partnership in either instance, in connection with a foreclosure of collateral or other entity other than conveyance of such collateral in lieu of foreclosure taken in connection with collection of a wholly owned Subsidiary; provided, however, that the foregoing shall not prohibit (A) internal reorganizations, liquidations or consolidations involving existing Subsidiaries, (B) foreclosures and other debt-previously-contracted acquisitions Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of the Company; (e) except as required under applicable Law or the terms of any Company Benefit Plan as in effect as of the date hereof (i) enter into, adopt, amend or terminate, commence participation in, or agree to enter into, adopt or terminate or commence participation in, any Company Benefit Plan (or any employee benefit plan, program or policy that would be a Company Benefit Plan if in effect as of the date hereof), (ii) increase or agree to increase the compensation or benefits payable to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (including the payment of any amounts to any such individual not otherwise due), (iii) enter into any new, amend or commence participation in any existing, collective bargaining agreement or similar agreement with respect to the Company or any of its Subsidiaries, (iv) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan, (v) grant any awards or accelerate the vesting of or lapsing of restrictions with respect to any equity-based compensation or other incentive compensation or (Cvi) purchases (A) hire or promote any employee, or engage any independent contractor, of investment securities the Company or any of its Subsidiaries who has (or with respect to hiring, engaging or promoting, will have) an annual target compensation opportunity of $100,000 or more or (B) terminate the employment of any employee, or service of any independent contractor, of the Company or any of its Subsidiaries other than a termination of employment or service for cause in the ordinary course of business consistent with past practice; (f) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any material lease, contract or agreement, or make any material change in any of its material leases, contracts or agreements, other than renewals of leases, contracts or agreements without material changes of terms; (g) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation settle any claim, action or fringe benefits of any present or former director, officer or employee of the Company or its Subsidiaries (except for increases in salary or wages of employees (proceeding other than employees who are party to a Retention Agreement claims, actions or Employment Agreement) in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of the Company or its Subsidiaries except (A) as required pursuant to the terms of any Company Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of the Company or its Subsidiaries (other than any officer of the Company) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of the Company or its Subsidiaries, other than proceedings in the ordinary course of business consistent with past practice and consistent with loans made involving solely money damages not in excess of $200,000 individually or $500,000 in the ordinary course of the business of the Company and its Subsidiaries; aggregate, or (iv) except to the extent set forth in Section 5.02 of the Company Disclosure Schedulewaive, establishcompromise, adoptassign, enter into, waive any provision of, amend or terminate any Company Benefit Plan (including the waivers referenced in Section 3.12(e)) or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement, provided that the Company may amend any Company Benefit Plan to the extent necessary to avoid the imposition of tax and interest penalties under Section 409A of the Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Code by preserving the terms of such plan, and the law in effect, for benefits earned and vested as of December 31, 2004); (h) settle any material claim, action or proceeding involving money damages or waive cancel or release any material rights or claims or (ii) agree or consent to the issuance of any injunction, decree, order or judgment restricting or otherwise affecting its business or operations; (g) pay, discharge or satisfy any claims, except liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than, subject to Section 5.2(f), in the ordinary course of business consistent with past practice; (ih) implement or adopt any change its methodsin accounting principles, practices or policies of financial or tax accounting in effect at December 31, 2005methods, except as required by changes in GAAP, law or regulation, GAAP as concurred in by the Company’s Cxxxx Hxxxxxx LLP, its independent registered public accountants in the case accounting firm, or by applicable laws, regulations, guidelines or policies imposed by any Governmental Entity; (i) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any material closing agreement with respect to Taxes, or settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of changes in financial accounting or as set forth in Section 5.02 of the Company Disclosure ScheduleTaxes; (j) adopt or implement any amendment to the Company Articles of Incorporation, the Company Bylaws or comparable governing documents of its articles or certificate “significant subsidiaries” (as such term is defined in Rule 1-02 of incorporation, articles of association, bylaws (or similar documents) or any plan of consolidation, merger, reorganization, share exchange or complete or partial liquidation (or a letter of intent or agreement in principle with respect thereto) other than as expressly provided herein in connection with Regulation S-X promulgated under the MergerExchange Act); (ki) except as otherwise expressly permitted elsewhere materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in this Section 5.02, engage which the portfolio is classified or participate reported or (ii) invest in any material transaction mortgage-backed or mortgage-related securities which would be considered “high-risk” securities under applicable regulatory pronouncements or any collateralized debt obligations or private label (non-agency) mortgage-backed securities; (l) enter into, modify, amend or terminate any Contract of the sort required to be disclosed pursuant to Section 3.14, other than furnishing information and participating in discussions to the extent permitted by Section 6.03) or incur or sustain any material obligation, in each case other than normal renewals in the ordinary course of business consistent with past practice; provided that in no event shall the Company or any Company Subsidiary enter into, modify, amend or terminate any Contract of the sort required to be disclosed pursuant to Section 3.14(a)(i), (iv), (v), (vii), (viii), (ix), (x), (xi), (xii) or (xv); (lm) change in any material respect the credit policies or collateral eligibility requirements and standards of the Company; (n) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, securitization, acquiring, selling, servicing, or buying or selling rights to service, Loans; (o) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of the Company or any Company Subsidiary; (p) make, or commit to make, any capital expenditures in excess of $200,000 in the aggregate, other than as disclosed in the Company’s capital expenditure budget set forth in Section 5.2(p) of the Company Disclosure Schedules; (q) without previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, Chief Executive Officer or such other representative as may be designated by Parent), (i) make or acquire any Loan or issue a commitment (or renew or extend an existing commitment), except to the extent approved by the Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(q) of the Company Disclosure Schedules, for any Loan relationship having total credit exposure to the applicable borrower (and its Affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $3,000,000 (whether prior to or after giving effect to any such Loan or commitment (or renewal or extension)); provided, that, such Loans or commitments (or renewals or extensions) shall be permitted so long as not resulting in an increase in total credit exposure (in the aggregate between the date hereof and the Closing) to the applicable borrower (and its Affiliates) of greater than the lesser of (1) ten percent (10%) of such total credit exposure as of the date hereof and (2) $1,500,000; (ii) amend, renew, restructure or modify in any material respect any existing Loan relationship, that would result in total credit exposure to the applicable borrower (and its Affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $3,000,000; provided, that such amendments, renewals, restructurings or modifications shall be permitted so long as not resulting in an increase in total credit exposure (in the aggregate between the date hereof and the Closing) to the applicable borrower (and its Affiliates) of greater than the lesser of (1) ten percent (10%) of such total credit exposure as of the date hereof and (2) $1,500,000; (iii) increase the concentrations of its acquisition, development and construction Loans in excess of the concentrations as in effect as of the date hereof or otherwise increase credit exposure above the existing approved guidance line limitations as in effect as of the date hereof with respect to such acquisition, development and construction Loans; or (iv) enter into any new acquisition, development and construction Loans with any third parties with whom the Company or its Subsidiaries did not have an existing relationship as of the date hereof; (r) take any action that is intended to, would or at the time it is taken may would be reasonably be expected likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated in this Agreement, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (s) take any intentional action, or knowingly fail to take any action, which action which or failure to act would adversely affect prevent or delay in any material respect impede, or could reasonably be expected to prevent or impede, the ability Merger from qualifying as a “reorganization” within the meaning of Parent, Merger Sub or Section 368(a) of the Company to obtain any required regulatory approvalCode; or (mt) agree to, or make any commitment to, take or adopt any resolutions of the board of directors of the Company in support of, any of the actions prohibited by this Section 5.025.2.