Common use of Forbearances Clause in Contracts

Forbearances. Except as set forth on Schedule 4.02 or as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, Seller shall not and shall not permit any of its Subsidiaries to, without the prior written consent of Buyer: (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from a Subsidiary of Seller to Seller or another Subsidiary of Seller), except that Seller may (i) declare and pay cash dividends on the Seller Common Stock of not more than $.17 per share per quarterly period and (ii) declare and pay cash dividends on Seller Preferred Stock of not more than $.8125 per share per quarterly period; provided, that the parties agree to consult with respect to the last quarterly dividend of Seller payable prior to the Effective Time with the object of assuring that the shareholders of Seller do not receive a shortfall or a premium based on the record and payment dates of their last dividend prior to the Merger and the record and payment dates of the first dividend of Buyer following the Merger; or (b) enter into or amend any employment, severance or similar agreement or arrangement with any director or of- ficer or employee, or materially modify any of the Seller Employee Plans or grant any salary or wage increase or ma- terially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice, or as required by law or contract; or (c) authorize, recommend (subject to the fiduciary duties of Seller's Board of Directors, based upon written advice of counsel to Seller, which counsel is reasonably acceptable to Buyer), propose or announce an intention to authorize, so recommend or propose, or enter into an agree- ment in principle with respect to, any merger, consolida- tion or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securi- ties or any release or relinquishment of any material con- tract rights; or (d) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws; or (e) issue, sell, grant, confer or award any of its Equity Securities (except that Seller may (i) issue shares of Seller Common Stock upon exercise of Seller Stock Op- tions outstanding on the date of this Agreement, (ii) issue shares of Seller Common Stock upon the conversion of Seller Preferred Stock, (iii) issue shares of Seller Common Stock as contemplated by the Seller's Supplemental Pension Plan, or (iv) issue shares of Seller Common Stock pursuant to the Seller's dividend reinvestment plan) or effect any stock split or adjust, combine, reclassify or otherwise change its capitalization as it existed on the date of this Agree- ment; or (f) purchase, redeem, retire, repurchase, or ex- change, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; pro- vided, however, that Seller shall be permitted to purchase up to 6,973,380 shares of Seller Common Stock (as contem- plated by Section 5.17) at a purchase price per share not to exceed $22.00 per share; or (i) without first consulting with Buyer, enter into, renew or increase any loan or credit commitment (in- cluding stand-by letters of credit) to, or invest or agree to invest in any person or entity or modify any of the ma- terial provisions or renew or otherwise extend the maturity date of any existing loan or credit commitment (col- lectively, "Lend to") in an amount in excess of (A) $500,000 in respect of commercial transactions, including commercial real estate transactions ("Commercial Transac- tions") and (B) $1,000,000 in respect of residential real estate transactions, or in an amount which, or when ag- gregated with any and all loans or credit commitments to such person or entity, would be in excess of (A) $500,000 in respect of commercial transactions, including Commercial Transactions and (B) $1,000,000 in respect of residential real estate transactions; (ii) without first obtaining the written consent of Buyer, lend to any person or entity in an amount in excess of $750,000 in respect of Commercial Transactions or in an amount which, when aggregated with any and all loans or credit commitments to such person or entity, would be in excess of $750,000 in respect of Com- mercial Transactions; (iii) Lend to any person other than in accordance with lending policies as in effect on the date hereof; provided that in the case of clauses (ii) and (iii) Seller or any Seller Subsidiary may make any such loan in the event (A) Seller or any Seller Subsidiary has delivered to Buyer or its designated representative a no- xxxx of its intention to make such loan and such informa- tion as Buyer or its designated representative may reason- ably require in respect thereof and (B) Buyer or its desig- nated representative shall not have reasonably objected to such loan by giving written or facsimile notice of such objection within two business days following the delivery to Buyer of the notice of intention and information as aforesaid; or (iv) Lend to any person or entity any of the loans or other extensions of credit to which or investments in which are on a "watch list" or similar internal report of Seller or any Seller Subsidiary (except those denoted "pass" thereon), in an amount in excess of $250,000; pro- vided, however, that nothing in this paragraph shall pro- hibit Seller or any Seller Subsidiary from honoring any contractual obligation in existence on the date of this Agreement. Notwithstanding the provisions of clauses (i) and (ii) of this Section 4.02(g), Seller shall be autho- rized without first consulting with Buyer or obtaining Buyer's prior written consent, to increase the aggregate amount of any credit facilities theretofore established in favor of any person or entity (each a "Pre-Existing Facil- ity"), provided that the aggregate amount of any and all such increases with respect to any Pre-Existing Facility shall not without Buyer's prior written consent, which con- sent shall not be unreasonably withheld or delayed, be in excess of the lesser of five percent (5%) of such Pre- Existing Facility or $25,000; or; (h) directly or indirectly (including through its officers, directors, employees or other representatives) initiate, solicit or encourage any discussions, inquiries or proposals with any third party relating to the disposi- tion of any significant portion of the business or assets of Seller or any Seller Subsidiary or the acquisition of Equity Securities of Seller or any Seller Subsidiary or the

Forbearances. Except as set forth on Schedule 4.02 in this Section 5.2 or ------------ in Section 5.2 of the HFP Schedule, or as otherwise expressly contemplated or permitted by this Agreement or the Option Agreement, during the period from the date of this Agreement to the Effective Time, Seller HFP shall not and shall not permit any of its Subsidiaries to, without the prior written consent of Buyer:Xxxxxx (which consent shall not be unreasonably withheld): (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from a wholly-owned Subsidiary of Seller HFP to Seller HFP or another wholly-owned Subsidiary of SellerHFP), except that Seller may (i) declare and pay cash dividends on the Seller Common Stock of not more than $.17 per share per quarterly period and (ii) declare and pay cash dividends on Seller Preferred Stock of not more than $.8125 per share per quarterly period; provided, that the parties agree to consult with respect to the last quarterly dividend of Seller payable prior to the Effective Time with the object of assuring that the shareholders of Seller do not receive a shortfall or a premium based on the record and payment dates of their last dividend prior to the Merger and the record and payment dates of the first dividend of Buyer following the Merger; or; (b) enter into or amend any collective bargaining agreement or employment, severance or similar agreement or arrangement with any director or of- ficer officer or employee, employee or materially modify any of the Seller Employee HFP Benefit Plans or institute any new HFP Benefit Plans or grant any salary or wage increase or ma- terially increase any employee benefit (including incentive or bonus payments), except (i) normal individual increases in compensation or bonuses to employees consistent with past practice, practice and timing or (ii) as required by law or contract; or; (c) authorize, recommend (subject to the fiduciary duties of Seller's Board of Directorsrecommend, based upon written advice of counsel to Sellerpropose, which counsel is reasonably acceptable to Buyer), propose or announce an intention to authorize, so recommend or propose, or enter into an agree- ment agreement in principle with respect to, any merger, consolida- tion consolidation or business combination (other than the Merger)combination, any acquisition or disposition of a business that would be material to HFP or a material amount of assets assets, including loan servicing rights, loans or securities, any disposition of a material amount of assets or securi- ties or securities as well as any release or relinquishment of any material con- tract rights; orcontract rights provided, however, that the foregoing shall not prohibit internal reorganizations or consolidations involving existing Subsidiaries; (d) other than for transactions in the ordinary course of business consistent with past practice, enter into any material contract or agreement, or modify any Contract or Financing Document in a manner adverse to HFP or any its Subsidiaries; (e) sell, transfer, convey, assign, mortgage or pledge any of its properties or assets involving amounts in excess of $100,000, except in the ordinary course of business consistent with past practice; (f) settle any material claim, action or proceeding against HFP or any of its Subsidiaries involving money damages in excess of $100,000, except in the ordinary course of business consistent with past practice; (g) initiate any litigation or arbitration proceeding, except in the ordinary course of business; (h) propose or adopt any amendments to its articles the HFP Charter or HFP Bylaws, or the charter or bylaws of incorporation, association or other charter document or bylaws; orany Subsidiary; (ei) issue, sell, grant, confer or award any of its Equity Securities capital securities or any debt securities having the right to vote on matters on which stockholders may vote, or rights to acquire such securities, or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its capital securities, whether pursuant to the terms of such capital securities or otherwise (except that Seller may for (i) issue shares of Seller HFP Common Stock issued upon exercise of Seller Stock Op- tions options outstanding on the date of this AgreementAgreement or issued in accordance with this paragraph (i), (ii) issue shares of Seller Common Stock upon pursuant to the conversion of Seller Preferred StockOption Agreement, (iii) issue shares of Seller Common any transactions between HFP and a Subsidiary, (iv) in accordance with the HFP Stock as contemplated by the Seller's Supplemental Pension PlanPlans consistent with past practice, or (ivv) issue shares as grants of Seller options to purchase HFP Common Stock pursuant to new employees, consistent with past hiring practices, provided that the Seller's dividend reinvestment plannumber of shares subject to such options shall not exceed 20,000 for any individual or 100,000 in the aggregate) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agree- ment; or (f) purchase, redeem, retire, repurchase, or ex- change, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; pro- vided, however, that Seller shall be permitted to purchase up to 6,973,380 shares of Seller Common Stock (as contem- plated by Section 5.17) at a purchase price per share not to exceed $22.00 per share; or (i) without first consulting with Buyer, enter into, renew or increase any loan or credit commitment (in- cluding stand-by letters of credit) to, or invest or agree to invest in any person or entity or modify any of the ma- terial provisions or renew or otherwise extend the maturity date of any existing loan or credit commitment (col- lectively, "Lend to") in an amount in excess of (A) $500,000 in respect of commercial transactions, including commercial real estate transactions ("Commercial Transac- tions") and (B) $1,000,000 in respect of residential real estate transactions, or in an amount which, or when ag- gregated with any and all loans or credit commitments to such person or entity, would be in excess of (A) $500,000 in respect of commercial transactions, including Commercial Transactions and (B) $1,000,000 in respect of residential real estate transactions; (ii) without first obtaining the written consent of Buyer, lend to any person or entity in an amount in excess of $750,000 in respect of Commercial Transactions or in an amount which, when aggregated with any and all loans or credit commitments to such person or entity, would be in excess of $750,000 in respect of Com- mercial Transactions; (iii) Lend to any person other than in accordance with lending policies as in effect on the date hereof; provided that in the case of clauses (ii) and (iii) Seller or any Seller Subsidiary may make any such loan in the event (A) Seller or any Seller Subsidiary has delivered to Buyer or its designated representative a no- xxxx of its intention to make such loan and such informa- tion as Buyer or its designated representative may reason- ably require in respect thereof and (B) Buyer or its desig- nated representative shall not have reasonably objected to such loan by giving written or facsimile notice of such objection within two business days following the delivery to Buyer of the notice of intention and information as aforesaid; or (iv) Lend to any person or entity any of the loans or other extensions of credit to which or investments in which are on a "watch list" or similar internal report of Seller or any Seller Subsidiary (except those denoted "pass" thereon), in an amount in excess of $250,000; pro- vided, however, that nothing in this paragraph shall pro- hibit Seller or any Seller Subsidiary from honoring any contractual obligation in existence exists on the date of this Agreement. Notwithstanding ; (j) other than for transactions in the provisions ordinary course of clauses business and transactions with HFP REIT on arms-length terms, pay, loan or advance (other than the payment of compensation) any amount to, or sell or transfer any properties or assets to, or enter into any agreement or arrangement with any officer, director or any affiliate or any employee or consultant; (k) except as permitted by Section 6.13 hereof, directly or indirectly initiate, solicit, encourage or otherwise facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer with respect to a tender offer, merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of a significant portion of the assets or voting securities of, HFP and its Subsidiaries; (l) take any action that would (i) adversely affect, impede or delay in any material respect the consummation of the transactions contemplated by this Agreement and (ii) the Option Agreement or the ability of this Section 4.02(g), Seller shall be autho- rized without first consulting with Buyer Xxxxxx or obtaining Buyer's prior written consent, HFP to increase the aggregate amount obtain any approval of any credit facilities theretofore established in favor of any person Federal, state, municipal, local or entity foreign government, securities, banking, savings and loan, insurance and other governmental or regulatory authority (each a "Pre-Existing Facil- ityRegulatory Authority" and collectively, ")Regulatory Authorities") required for the transactions contemplated by this Agreement and the Option Agreement or to perform its covenants and agreements under this Agreement and the Option Agreement, provided that or (ii) prevent the aggregate amount Merger from qualifying as a "reorganization" within the meaning of any and all such increases with respect to any Pre-Existing Facility shall not without Buyer's prior written consent, which con- sent shall not be unreasonably withheld or delayed, be in excess Section 368(a) of the lesser of five percent (5%) of such Pre- Existing Facility or $25,000; orCode; (hm) directly other than indebtedness of up to $1,000,000 and use of credit available under existing lines of credit (as set forth in Section 3.14 of the HFP Schedule), incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of HFP or indirectly (including through any of its officerswholly-owned Subsidiaries to HFP or any of its wholly-owned Subsidiaries), directorsassume, employees guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other representativesentity; (n) initiateexcept in the ordinary course of business through the exercise of remedies available under applicable Financing Documents and upon consultation with Xxxxxx, solicit acquire (by merger, consolidation or encourage acquisition of stock or assets) any discussionscorporation, inquiries partnership, limited liability company or proposals other business organization or division thereof or enter into or acquire any interest in any Joint Venture; (o) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory guidelines; (p) other than in the ordinary course of business, consistent with past practice, modify its credit criteria and practices in any third party relating material respect; (q) fail to use commercially reasonable efforts to maintain any license required for the disposi- tion conduct of its business; (r) fail to use commercially reasonable efforts to continue to collect its accounts receivable and loan payments consistent with past practices; (s) make any commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $250,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (t) settle or compromise any material liability for Taxes, or file any material Tax Return; (u) take or omit to take any action that is reasonably likely to result in a breach of any significant portion contract, commitment or obligation if the result would, individually or in the aggregate, have a HFP Material Adverse Effect; (v) acquire, or agree to acquire, in a single transaction or in a series of the related transactions, any business or assets (other than materials and supplies purchased in the ordinary course, consistent with past practice or in connection with a foreclosure); or (w) agree in writing or otherwise to take any of Seller or any Seller Subsidiary or the acquisition of Equity Securities of Seller or any Seller Subsidiary or theforegoing actions.

Forbearances. Except as set forth on Schedule 4.02 or as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, Seller shall not and shall not permit any of its Subsidiaries to, without the prior written consent of Buyer: (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from a Subsidiary of Seller to Seller or another Subsidiary of Seller), except that Seller may (i) declare and pay cash dividends on the Seller Common Stock of not more than $.17 per share per quarterly period and (ii) declare and pay cash dividends on Seller Preferred Stock of not more than $.8125 .15 per share per quarterly period; provided, that the parties agree Seller shall not declare any dividends on Seller Common Stock or Seller Preferred Stock during any quarter in which its stockholders will be entitled to consult with respect to the last receive any regular quarterly dividend of Seller payable prior to the Effective Time with the object of assuring that the shareholders of Seller do not receive a shortfall or a premium based on the record and payment dates of their last dividend prior to the Merger and the record and payment dates of the first dividend shares of Buyer following Common Stock to be issued in the Merger; or (b) enter into or amend any employment, severance or similar agreement or arrangement with any director or of- ficer officer or employee, or materially modify any of the Seller Employee Plans or grant any salary or wage increase or ma- terially materially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice, or as required by law or contract; or (c) authorize, recommend (subject to the fiduciary duties of Seller's Board of Directors, based upon written advice of counsel to Seller, which counsel is reasonably acceptable to Buyer)recommend, propose or announce an intention to authorize, so recommend or propose, or enter into an agree- ment agreement in principle with respect to, any merger, consolida- tion consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets (except in the usual course of business consistent with past practices) including mortgage servicing rights, loans or securi- ties or securities as well as any release or relinquishment of any material con- tract contract rights; or (d) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws; or (e) issue, sell, grant, confer or award any of its Equity Securities (except that Seller may (i) issue shares of Seller Common Stock issued upon exercise of Seller Stock Op- tions Options outstanding on the date of this Agreement, (ii) issue shares of Seller Common Stock upon the conversion of Seller Preferred Stock, (iii) issue shares of Seller Common Stock as contemplated by the Seller's Supplemental Pension Plan, or (iv) issue shares of Seller Common Stock pursuant to the Seller's dividend reinvestment plan) or effect any stock split or adjust, combine, reclassify or otherwise change its capitalization as it existed on the date of this Agree- mentAgreement; or or (f) purchase, redeem, retire, repurchase, or ex- changeexchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; pro- vided, however, that Seller shall be permitted to purchase up to 6,973,380 shares of Seller Common Stock (as contem- plated by Section 5.17) at a purchase price per share not to exceed $22.00 per share; or (i) without first consulting with Buyer, enter into, renew or increase any loan or credit commitment (in- cluding stand-by letters of credit) to, or invest or agree to invest in any person or entity or modify any of the ma- terial provisions or renew or otherwise extend the maturity date of any existing loan or credit commitment (col- lectively, "Lend to") in an amount in excess of (A) $500,000 in respect of commercial transactions, including commercial real estate transactions ("Commercial Transac- tions") and (B) $1,000,000 in respect of residential real estate transactions, or in an amount which, or when ag- gregated with any and all loans or credit commitments to such person or entity, would be in excess of (A) $500,000 in respect of commercial transactions, including Commercial Transactions and (B) $1,000,000 in respect of residential real estate transactions; (ii) without first obtaining the written consent of Buyer, lend to any person or entity in an amount in excess of $750,000 in respect of Commercial Transactions or in an amount which, when aggregated with any and all loans or credit commitments to such person or entity, would be in excess of $750,000 in respect of Com- mercial Transactions; (iii) Lend to any person other than in accordance with lending policies as in effect on the date hereof; provided that in the case of clauses (ii) and (iii) Seller or any Seller Subsidiary may make any such loan in the event (A) Seller or any Seller Subsidiary has delivered to Buyer or its designated representative a no- xxxx of its intention to make such loan and such informa- tion as Buyer or its designated representative may reason- ably require in respect thereof and (B) Buyer or its desig- nated representative shall not have reasonably objected to such loan by giving written or facsimile notice of such objection within two business days following the delivery to Buyer of the notice of intention and information as aforesaid; or (iv) Lend to any person or entity any of the loans or other extensions of credit to which or investments in which are on a "watch list" or similar internal report of Seller or any Seller Subsidiary (except those denoted "pass" thereon), in an amount in excess of $250,000; pro- vided, however, that nothing in this paragraph shall pro- hibit Seller or any Seller Subsidiary from honoring any contractual obligation in existence on the date of this Agreement. Notwithstanding the provisions of clauses (i) and (ii) of this Section 4.02(g), Seller shall be autho- rized without first consulting with Buyer or obtaining Buyer's prior written consent, to increase the aggregate amount of any credit facilities theretofore established in favor of any person or entity (each a "Pre-Existing Facil- ity"), provided that the aggregate amount of any and all such increases with respect to any Pre-Existing Facility shall not without Buyer's prior written consent, which con- sent shall not be unreasonably withheld or delayed, be in excess of the lesser of five percent (5%) of such Pre- Existing Facility or $25,000; or; (h) directly or indirectly (including through its officers, directors, employees or other representatives) initiate, solicit or encourage any discussions, inquiries or proposals with any third party relating to the disposi- tion of any significant portion of the business or assets of Seller or any Seller Subsidiary or the acquisition of Equity Securities of Seller or any Seller Subsidiary or the

Forbearances. Except as set forth on Schedule 4.02 or as otherwise contemplated by this Agreementexpressly provided herein, during the period from the date of this Agreement to the Effective Time, Seller shall not and shall not permit any of its Subsidiaries to, without the prior written consent of BuyerWashington, Xxxxx shall not: (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from a Subsidiary of Seller to Seller or another Subsidiary of Seller)stock, except that Seller may (i) declare and pay for cash dividends on consistent in amount and timing with past practices (however, increases in dividends may not exceed the Seller Common Stock of average dividend increase since January 1, 1994, and may not more result in a dividend to net income ratio higher than $.17 per share per quarterly period and (ii) declare and pay cash dividends on Seller Preferred Stock of not more than $.8125 per share per quarterly period; providedthat experienced for the twelve months ended December 31, that the parties agree to consult with respect to the last quarterly dividend of Seller payable prior to the Effective Time with the object of assuring that the shareholders of Seller do not receive a shortfall or a premium based on the record and payment dates of their last dividend prior to the Merger and the record and payment dates of the first dividend of Buyer following the Merger; or1996; (b) enter into or amend any employment, severance or similar agreement or arrangement with any director or of- ficer officer or employee, or materially modify any of the Seller Xxxxx Employee Plans or security acquisition loans relating thereto (or prepay in whole or in part any such loans) or grant any salary or wage increase or ma- terially materially increase any employee benefit (including incentive or bonus payments), except normal individual bonuses and increases in compensation to employees employees, in each case and in the aggregate consistent with past practice, practice or as to the extent required by law or contract; orlaw; (c) negotiate, authorize, recommend (subject to the fiduciary duties of Seller's Board of Directors, based upon written advice of counsel to Seller, which counsel is reasonably acceptable to Buyer)recommend, propose or announce an intention to authorize, so recommend or propose, or enter into any discussion or an agree- ment agreement in principle with respect to, any merger, consolida- tion consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securi- ties securities or any release or relinquishment of any material con- tract contract rights; or; (d) except as may be required to facilitate the consummation of the transactions contemplated herein, propose or adopt any amendments to its articles of incorporation, association or other charter document incorporation or bylaws; or; (e) issue, sell, grant, confer or award any of its Equity Securities (except that Seller may (i) issue shares of Seller Common Stock upon exercise of Seller Stock Op- tions outstanding on the date of this Agreement, (ii) issue shares of Seller Common Stock upon the conversion of Seller Preferred Stock, (iii) issue shares of Seller Common Stock as contemplated by the Seller's Supplemental Pension Plan, or (iv) issue shares of Seller Common Stock pursuant to the Seller's dividend reinvestment plan) or effect any stock split or adjust, combine, reclassify or otherwise change its capitalization as it existed exists on the date of this Agree- ment; orAgreement; (f) purchase, redeem, retire, repurchase, or ex- changeexchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; pro- vided, however, that Seller shall be permitted to purchase up to 6,973,380 shares of Seller Common Stock (as contem- plated by Section 5.17) at a purchase price per share not to exceed $22.00 per share; or; (i) without first consulting with Buyerchange its underwriting policies relating to lending activities, enter into, renew or increase any loan or credit commitment (in- cluding stand-by letters of credit) to, or invest or agree to invest in any person or entity or modify any of the ma- terial provisions or renew or otherwise extend the maturity date of any existing loan or credit commitment (col- lectively, "Lend to") in an amount in excess of (A) $500,000 in respect of commercial transactions, including commercial real estate transactions ("Commercial Transac- tions") and (B) $1,000,000 in respect of residential real estate transactions, or in an amount which, or when ag- gregated with any and all loans or credit commitments to such person or entity, would be in excess of (A) $500,000 in respect of commercial transactions, including Commercial Transactions and (B) $1,000,000 in respect of residential real estate transactions; (ii) without first obtaining the written consent of Buyerchange its deposit-taking policies, lend to any person or entity in an amount in excess of $750,000 in respect of Commercial Transactions or in an amount which, when aggregated with any and all loans or credit commitments to such person or entity, would be in excess of $750,000 in respect of Com- mercial Transactions; (iii) Lend to create any person other than in accordance with new lending policies as in effect on the date hereof; provided that in the case of clauses (ii) and (iii) Seller or any Seller Subsidiary may make any such loan in the event (A) Seller or any Seller Subsidiary has delivered to Buyer or its designated representative a no- xxxx of its intention to make such loan and such informa- tion as Buyer or its designated representative may reason- ably require in respect thereof and (B) Buyer or its desig- nated representative shall not have reasonably objected to such loan by giving written or facsimile notice of such objection within two business days following the delivery to Buyer of the notice of intention and information as aforesaid; deposit products, or (iv) Lend to any person or entity any engage in a new line of the loans or other extensions of credit to which or investments in which are on a "watch list" or similar internal report of Seller or any Seller Subsidiary (except those denoted "pass" thereon), in an amount in excess of $250,000; pro- vided, however, that nothing in this paragraph shall pro- hibit Seller or any Seller Subsidiary from honoring any contractual obligation in existence on the date of this Agreement. Notwithstanding the provisions of clauses (i) and (ii) of this Section 4.02(g), Seller shall be autho- rized without first consulting with Buyer or obtaining Buyer's prior written consent, to increase the aggregate amount of any credit facilities theretofore established in favor of any person or entity (each a "Pre-Existing Facil- ity"), provided that the aggregate amount of any and all such increases with respect to any Pre-Existing Facility shall not without Buyer's prior written consent, which con- sent shall not be unreasonably withheld or delayed, be in excess of the lesser of five percent (5%) of such Pre- Existing Facility or $25,000; orbusiness; (h) directly take any action that would (A) materially impede or indirectly delay the consummation of the transactions contemplated by this Agreement or the ability of Washington or Xxxxx to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement or to perform its covenants and agreements under this Agreement or (including through its officersB) prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (i) other than in the ordinary course of business consistent with past practice, directorsincur any indebtedness for borrowed money, employees assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other representativesentity; or (j) initiateagree in writing or otherwise to take any of the foregoing actions or engage in any activity, solicit enter into any transaction or encourage take or omit to take any discussionsother act which would make any of the representations and warranties in Article II of this Agreement untrue or incorrect in any material respect if made anew after engaging in such activity, inquiries entering into such transaction, or proposals with any third party relating taking or omitting such other act. (k) Xxxxx shall permit at least one representative of Washington to attend each meeting of the Board of Directors of Xxxxx and its executive committee. (l) Xxxxx shall provide to Washington such reports on litigation involving Xxxxx as Washington shall reasonably request; provided that Xxxxx shall not be required to divulge information to the disposi- tion extent that, in the good faith opinion of any significant portion its counsel, by doing so, it would risk waiver of the business or assets of Seller or any Seller Subsidiary or the acquisition of Equity Securities of Seller or any Seller Subsidiary or theattorney-client privilege to its detriment.

Forbearances. Except as set forth on Schedule 4.02 4.2 or as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, Seller shall not and shall not permit any of its Subsidiaries to, without the prior written consent of Buyer: (a) : declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from a Subsidiary of Seller to Seller or another Subsidiary of Seller), except that Seller may (i) declare and pay cash dividends on the Seller Common Stock of not more than $.17 per share per quarterly period and (ii) declare and pay cash dividends on Seller Preferred Stock of not more than $.8125 .18 per share per quarterly period; provided, that the parties agree Seller shall not declare any dividends on Seller Common Stock or Seller Preferred Stock during any quarter in which its stockholders will be entitled to consult with respect to the last receive any regular quarterly dividend of Seller payable prior to the Effective Time with the object of assuring that the shareholders of Seller do not receive a shortfall or a premium based on the record and payment dates of their last dividend prior to the Merger and the record and payment dates of the first dividend shares of Buyer following Common Stock to be issued in the Merger; or (b) or enter into or amend any employment, severance or similar agreement or arrangement with any director or of- ficer officer or employee, or materially modify any of the Seller Employee Plans or grant any salary or wage increase or ma- terially materially increase any employee benefit (including incentive or bonus payments), except normal individual increases in compensation to employees consistent with past practice, or as required by law or contract; or (c) or authorize, recommend (subject to the fiduciary duties of Seller's Board of Directors, based upon written advice of counsel to Seller, which counsel is reasonably acceptable to Buyer)recommend, propose or announce an intention to authorize, so recommend or propose, or enter into an agree- ment agreement in principle with respect to, any merger, consolida- tion consolidation or business combination (other than the MergerTransactions), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets (except in the usual course of business consistent with past practices), including mortgage servicing rights, loans or securi- ties or securities as well as any release or relinquishment of any material con- tract contract rights; or (d) or propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws; or (e) or issue, sell, grant, confer or award any of its Equity Securities (except that Seller may (i) issue shares of Seller Common Stock issued upon exercise of Seller Stock Op- tions Options outstanding on the date of this Agreement, Agreement (ii) issue shares Seller agreeing to promptly notify Buyer of Seller Common Stock upon the conversion any such issuance of Seller Preferred Stock, (iii) issue shares of Seller Common Stock as contemplated by the Seller's Supplemental Pension Plan, treasury or (iv) issue shares of Seller Common Stock pursuant to the Seller's dividend reinvestment planpreviously unissued shares)) or effect any stock split or adjust, combine, reclassify or otherwise change its capitalization as it existed on the date of this Agree- mentAgreement; or (f) or purchase, redeem, retire, repurchase, or ex- changeexchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise; pro- vided, however, that Seller shall be permitted to purchase up to 6,973,380 shares of Seller Common Stock (as contem- plated by Section 5.17) at a purchase price per share not to exceed $22.00 per share; or (i) without first consulting with Buyer, enter into, renew or increase any loan or credit commitment (in- cluding stand-by letters of credit) to, or invest or agree to invest in any person or entity or modify any of the ma- terial provisions or renew or otherwise extend the maturity date of any existing loan or credit commitment (col- lectively, "Lend to") in an amount in excess of (A) $500,000 in respect of commercial transactions, including commercial real estate transactions ("Commercial Transac- tions") and (B) $1,000,000 in respect of residential real estate transactions, or in an amount which, or when ag- gregated with any and all loans or credit commitments to such person or entity, would be in excess of (A) $500,000 in respect of commercial transactions, including Commercial Transactions and (B) $1,000,000 in respect of residential real estate transactions; (ii) without first obtaining the written consent of Buyer, lend to any person or entity in an amount in excess of $750,000 in respect of Commercial Transactions or in an amount which, when aggregated with any and all loans or credit commitments to such person or entity, would be in excess of $750,000 in respect of Com- mercial Transactions; (iii) Lend to any person other than in accordance with lending policies as in effect on the date hereof; provided that in the case of clauses (ii) and (iii) Seller or any Seller Subsidiary may make any such loan in the event (A) Seller or any Seller Subsidiary has delivered to Buyer or its designated representative a no- xxxx of its intention to make such loan and such informa- tion as Buyer or its designated representative may reason- ably require in respect thereof and (B) Buyer or its desig- nated representative shall not have reasonably objected to such loan by giving written or facsimile notice of such objection within two business days following the delivery to Buyer of the notice of intention and information as aforesaid; or (iv) Lend to any person or entity any of the loans or other extensions of credit to which or investments in which are on a "watch list" or similar internal report of Seller or any Seller Subsidiary (except those denoted "pass" thereon), in an amount in excess of $250,000; pro- vided, however, that nothing in this paragraph shall pro- hibit Seller or any Seller Subsidiary from honoring any contractual obligation in existence on the date of this Agreement. Notwithstanding the provisions of clauses (i) and (ii) of this Section 4.02(g), Seller shall be autho- rized without first consulting with Buyer or obtaining Buyer's prior written consent, to increase the aggregate amount of any credit facilities theretofore established in favor of any person or entity (each a "Pre-Existing Facil- ity"), provided that the aggregate amount of any and all such increases with respect to any Pre-Existing Facility shall not without Buyer's prior written consent, which con- sent shall not be unreasonably withheld or delayed, be in excess of the lesser of five percent (5%) of such Pre- Existing Facility or $25,000; or; (h) directly or indirectly (including through its officers, directors, employees or other representatives) initiate, solicit solicit, engage in or encourage any discussions, inquiries or proposals with any third party relating to the disposi- tion disposition of any significant portion of the business or assets of Seller or any Seller Subsidiary or the acquisition of Equity Securities of Seller or any Seller Subsidiary or thethe merger of Seller or any Seller Subsidiary with any person (other than Buyer) or any similar transaction (each such transaction being referred to herein as an "Acquisition Transaction"), or provide any such person with information or assistance or negotiate with any such person with respect to an Acquisition Transaction, and Seller shall notify Buyer orally of all the relevant details relating to all inquiries, indications of interest and proposals which it may receive with respect to any Acquisition Transaction within 24 hours of the receipt of any such inquiry, indication, or proposal; or take any action that would (A) materially impede or delay the consummation of the transactions contemplated by this Agreement or the ability of Buyer or Seller to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement or to perform its covenants and agreements under this Agreement or (B) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code or as a pooling of interests for accounting and financial reporting purposes; or other than in the ordinary course of business consistent with past practice (but not pursuant to any outstanding letters of credit), incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other entity; or materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported as of the date of the Agreement; or agree in writing or otherwise to take any of the foregoing actions or engage in any activity, enter into any transaction or take or omit to take any other act which would make any of the representations and warranties in Article II of this Agreement untrue or incorrect in any material respect if made anew after engaging in such activity, entering into such transaction, or taking or omitting such other act. ARTICLE V