Common use of Negative Covenants of Xxxxxxx Clause in Contracts

Negative Covenants of Xxxxxxx. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Xxxxxxx covenants and agrees that it and each Subsidiary will not do or agree or commit to do, any of the following without the prior written consent of the Chief Executive Officer of CSBI, which consent shall not be unreasonably withheld: (a) amend the Articles of Incorporation, Bylaws or other governing instruments of Xxxxxxx or the Charter, Bylaws or other governing instruments of each Subsidiary; or (b) incur any additional debt obligation or other obligation for borrowed money in excess of an aggregate of $50,000 except in the ordinary course of the business of Xxxxxxx and each Subsidiary consistent with past practices (which shall include creation of deposit liabilities, purchases of federal funds, advances from the Federal Home Loan Bank and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share of stock of each Subsidiary held by Xxxxxxx of any Lien or permit any such Lien to exist (other than in connection with deposits, repurchase agreements, bankers' acceptances, "treasury, tax and loan" accounts established in the ordinary course of business and Liens in effect as of the date hereof that are Previously Disclosed); or (c) repurchase, redeem or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of Xxxxxxx, or declare or pay any dividend or make any other distribution in respect of Xxxxxxx capital stock provided that Xxxxxxx may, in its sole discretion (to the extent legally and contractually permitted to do so), but shall not be obligated to, declare and pay quarterly cash dividends at a rate not to exceed sixteen cents ($0.16) per share consistent with past practices to its shareholders; or (d) except for this Agreement or in connection with the exercise of any option pursuant to the Stock Option Agreement, issue or sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Xxxxxxx Common Stock, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stock; or (e) adjust, split, combine or reclassify any capital stock of Xxxxxxx or issue or authorize the issuance of any other securities in respect of or in substitution for shares of either Xxxxxxx Common Stock or each Subsidiary's common stock or buy, sell, lease, mortgage or otherwise dispose of or otherwise encumber any Asset having a book value in excess of $10,000 or that exceed in the aggregate the sum of $100,000 during the term of this Agreement (other than in the ordinary course of business for reasonable and adequate consideration); or (f) acquire direct or indirect control over any real property, other than in connection with (i) foreclosures in the ordinary course of business, or (ii) acquisitions of control by Xxxxxxx in its fiduciary capacity; or (g) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three years or less, and purchases of investment grade bonds issued by municipalities located within the State of North Carolina with a maturity of five years or less, purchase any bonds or securities or make any Material investment, either by purchase of stock, bonds or securities, contributions to capital, Asset transfers or purchase of any Assets, in any Person other than Bank, or otherwise acquire direct or indirect control over any Person, other than in connection with (i) foreclosures in the ordinary course of business, (ii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (iii) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or (h) grant any increase in compensation or benefits to the employees or officers of Xxxxxxx or any Subsidiary (including such discretionary increases as may be contemplated by existing employment agreements), except in accordance with past practice Previously Disclosed or as required by Law, pay any bonus, enter into or amend any severance agreements with officers of either Xxxxxxx or any Subsidiary, grant any increase in fees or other increases in compensation or other benefits to directors of either Xxxxxxx or any Subsidiary except in accordance with past practice Previously Disclosed; or (i) enter into or amend any employment Contract between Xxxxxxx or any Subsidiary and any Person (unless such amendment is required by Law) that Xxxxxxx or any Subsidiary, as the case may be, does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (j) adopt any new employee benefit plan of Xxxxxxx or any Subsidiary or make any Material change in or to any existing employee benefit plans of Xxxxxxx or any Subsidiary other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or (k) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in regulatory accounting requirements or GAAP; or (l) commence any Litigation other than in accordance with past practice, settle any Litigation involving any Liability of Xxxxxxx or any Subsidiary for money damages in excess of $25,000 or Material restrictions upon the operations of Xxxxxxx or Subsidiary; or (m) except in the ordinary course of business, modify, amend or terminate any Material Contract or waive, release, compromise or assign any Material rights or claims; or (n) extend credit to any borrower which requires the approval of Xxxxxxx'x Board of Directors.

Negative Covenants of Xxxxxxx. From Except as specifically permitted by ----------------------------- this Agreement, from the date of this Agreement until the earlier of the Effective Time Closing Date or the termination of this Agreement, Xxxxxxx covenants the Company and agrees Chai hereby covenant and agree that it and each Subsidiary they will not do or agree or commit to do, or permit Xxxxxxx or any of their affiliates to do or agree or commit to do, any of the following without the prior written consent of the Chief Executive Officer chief executive officer, president, or financial officer of CSBIBuyer, and which consent shall not be unreasonably withheld: (ai) amend the Articles of Incorporation, Bylaws or other governing instruments and/or By-laws of Xxxxxxx or the Charter, Bylaws or other governing instruments of each Subsidiary; orany Xxxxxxx subsidiary; (bii) incur any additional debt obligation or other obligation for borrowed money in excess (other than indebtedness of an aggregate of $50,000 Xxxxxxx or the Xxxxxxx subsidiaries to each other), except in the ordinary course of business for the business of Xxxxxxx and each Subsidiary consistent with past practices (which shall include creation of deposit liabilitiesDevelopment Projects, purchases of federal funds, advances from the Federal Home Loan Bank and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share of stock of each Subsidiary held by Xxxxxxx of any Lien or permit provided that any such Lien to exist (other than in connection with deposits, repurchase agreements, bankers' acceptances, "treasury, tax and loan" accounts established additional debt obligation shall not exceed $3,000,000 in the ordinary course of business and Liens in effect as of the date hereof that are Previously Disclosed); oraggregate; (ciii) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of XxxxxxxXxxxxxx or any of the Xxxxxxx subsidiaries (except for the Debentures), or declare or pay any dividend or make any other distribution in respect of Xxxxxxx Xxxxxxx'x capital stock provided that Xxxxxxx may, in its sole discretion (to the extent legally and contractually permitted to do so), but shall not be obligated to, declare and pay quarterly cash dividends at a rate not to exceed sixteen cents ($0.16) per share consistent with past practices to its shareholders; orstock; (div) except for as contemplated by this Agreement or in connection with the exercise of any option pursuant to the Stock Option Agreement, issue or issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract contract to issue, sell, pledge, encumber encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Xxxxxxx Common Stockthe Company's capital stock, or any stock appreciation rights, or any option, warrant, conversion conversion, or other right to acquire any such stock; or, or any security convertible into any such stock; (ev) adjust, split, combine or reclassify any capital stock of Xxxxxxx or any of the Xxxxxxx subsidiaries or issue or authorize the issuance of any other securities in respect of or in substitution for shares of either Xxxxxxx Common Stock (except the Debentures), or each Subsidiary's common stock or buy, sell, lease, mortgage or otherwise dispose of or otherwise encumber any Asset having a book value in excess shares of $10,000 capital stock of any Xxxxxxx subsidiary (unless any such shares of stock are sold or that exceed in the aggregate the sum of $100,000 during the term of this Agreement (otherwise transferred to another Xxxxxxx Subsidiary) or any asset other than in the ordinary course of business for reasonable and adequate consideration); orbusiness; (fvi) acquire direct or indirect control over any real property, other than in connection with (i) foreclosures in the ordinary course of business, or (ii) acquisitions of control by Xxxxxxx in its fiduciary capacity; or (g) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three years or less, and purchases of investment grade bonds issued by municipalities located within the State of North Carolina with a maturity of five years or less, purchase any bonds or securities or make any Material material investment, either by purchase of stock, bonds stock or securities, contributions to capital, Asset transfers asset transfers, or purchase of any Assetsassets, in any Person other than Bankthird party, or otherwise acquire direct or indirect control over any Personthird party, or acquire or lease new or additional assets (other than in connection with (i) foreclosures in the ordinary course of business, (ii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (iii) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or); (hvii) grant any increase in compensation or benefits to the employees or officers of Xxxxxxx or any Subsidiary (including such discretionary increases as may be contemplated by existing employment agreements), except in accordance with past practice Previously Disclosed or as required by Law, the Xxxxxxx subsidiaries generally; pay any bonus, severance or termination compensation other than pursuant to written policies or written contracts in effect on the date of this Agreement and disclosed; enter into or amend any severance agreements with employees, officers or directors of either Xxxxxxx or any Subsidiary, the Xxxxxxx subsidiaries; grant any increase in fees or other increases in compensation or other benefits to directors of either Xxxxxxx or the Xxxxxxx subsidiaries; or voluntarily accelerate the vesting of any Subsidiary except in accordance with past practice Previously Disclosed; orstock options or other stock-based compensation or employee benefits. (iviii) enter into or amend any employment Contract contract between Xxxxxxx or any Subsidiary the Xxxxxxx subsidiaries and any Person (unless such amendment is required by Law) that employees, officers or directors of Xxxxxxx or any Subsidiary, as the case may be, does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; orXxxxxxx subsidiaries; (jix) adopt any new employee benefit plan of Xxxxxxx or any Subsidiary the Xxxxxxx subsidiaries or terminate or withdraw from, or make any Material change in or to to, any existing employee benefit plans of Xxxxxxx or any Subsidiary the Xxxxxxx subsidiaries other than any such change that is required by Law law or that, in the opinion judgment of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or, or make any distributions from such employee benefit plans, except as required by law, the terms of such plans or consistent with past practices; (kx) make any significant change in any Tax tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in tax laws or regulatory accounting requirements or GAAP; or (lxi) commence enter into, modify, amend, or terminate any Litigation other than in accordance with past practicecontract or waive, settle release, compromise, or assign any Litigation involving any Liability of Xxxxxxx rights or any Subsidiary for money damages in excess of $25,000 or Material restrictions upon the operations of Xxxxxxx or Subsidiary; or (m) claims, except in the ordinary course of business, modify, amend or terminate any Material Contract or waive, release, compromise or assign any Material rights or claims; or (n) extend credit to any borrower which requires the approval of Xxxxxxx'x Board of Directors.

Negative Covenants of Xxxxxxx. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Xxxxxxx shall have been obtained, and except as otherwise expressly contemplated herein or as set forth in Section 6.2 of Xxxxxxx’x Disclosure Memorandum, Xxxxxxx covenants and agrees that it and each Subsidiary will not do or agree or commit to do, or cause or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of the Chief Executive Officer of CSBI, which consent shall not be unreasonably withheldfollowing: (a) amend the Articles certificate of Incorporationincorporation, Bylaws bylaws or other governing instruments of any Xxxxxxx or the Charter, Bylaws or other governing instruments of each Subsidiary; orEntity; (b) incur incur, assume, guarantee, endorse or otherwise as an accommodation become responsible for any additional debt obligation or other obligation for borrowed money in excess of an aggregate of $50,000 except in the ordinary course of the business (other than indebtedness of Xxxxxxx and each Subsidiary consistent with past practices (which shall include to Landmark Bank or of Landmark Bank to Xxxxxxx, or the creation of deposit liabilities, purchases of federal funds, advances borrowings from the any Federal Home Loan Bank and entry into repurchase agreements fully secured by U.S. government or agency securities)Bank, or impose, or suffer the imposition, on any share sales of stock certificates of each Subsidiary held by Xxxxxxx of any Lien or permit any such Lien to exist (other than in connection with deposits, repurchase agreements, bankers' acceptances, "treasury, tax and loan" accounts established in each case incurred in the ordinary course of business and Liens in effect as of the date hereof that are Previously DisclosedOrdinary Course); or; (c) (i) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in accordance with the ordinary course under employee benefit plansterms of this Agreement or the applicable provisions of any Xxxxxxx Employee Benefit Plan), directly or indirectly, any shares, or any securities convertible into or exchangeable or exercisable for any shares, of the capital stock of Xxxxxxxany Xxxxxxx Entity, or declare (ii) make, declare, pay or pay set aside for payment any dividend or set any record date for or declare or make any other distribution in respect of Xxxxxxx Xxxxxxx’x capital stock provided that Xxxxxxx may, in its sole discretion or other equity interests (to except (A) as may be required for the extent legally and contractually permitted to do so), but shall not be obligated to, declare and pay Series E Preferred Stock; (B) for regular quarterly cash dividends by Xxxxxxx at a rate not to exceed sixteen cents (in excess of $0.16) 2.00 per share consistent with past practices of Xxxxxxx Common Stock (and any dividends from Landmark Bank to Xxxxxxx necessary to facilitate Xxxxxxx’x regular quarterly cash dividends), provided that Xxxxxxx shall not make, declare, pay or set aside for payment such dividends if, as of the date of its shareholdersaction, Xxxxxxx would be unable to satisfy the conditions outlined in Section 8.2(g); orand (C) for any dividends from Landmark Bank to Xxxxxxx necessary to fund, while maintaining adequate cash reserves, Xxxxxxx’x repayment of outstanding amounts due under the Enterprise Credit Agreement or any other Contracts (including Loans) associated therewith); (d) except for this Agreement or in connection with the exercise of any option pursuant to the Stock Option Agreementissue, issue or grant, sell, pledge, dispose of, encumber, authorize or propose the issuance of, enter into any Contract to issue, grant, sell, pledge, encumber dispose of, encumber, or authorize or propose the issuance of, or otherwise permit to become outstanding, any additional shares of Xxxxxxx Class A Common Stock, Class B Common Stock, or any other capital stock of any Xxxxxxx Entity, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stock; orEquity Right; (e) directly or indirectly adjust, split, combine or reclassify any capital stock or other equity interest of any Xxxxxxx Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of either Xxxxxxx Class A Common Stock or each Subsidiary's common stock Class B Common Stock, or buysell, selltransfer, lease, mortgage mortgage, permit any Lien, or otherwise dispose of of, discontinue or otherwise encumber (i) any shares of capital stock or other equity interests of any Xxxxxxx Entity (unless any such shares of capital stock or other equity interest are sold or otherwise transferred to the Xxxxxxx Entities) or (ii) any Asset having a book value other than pursuant to Contracts in excess force at the date of $10,000 the Agreement or that exceed sales of investment securities in the aggregate the sum of $100,000 during the term of this Agreement (other than in the ordinary course of business for reasonable and adequate consideration); orOrdinary Course; (f) acquire direct or indirect control over any real property, other than in connection with (i) foreclosures in the ordinary course of business, or (ii) acquisitions of control by Xxxxxxx in its fiduciary capacity; or (g) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three years or less, and purchases of investment grade bonds issued by municipalities located within the State of North Carolina with a maturity of five years or less, purchase any bonds or securities or make any Material investmentacquisition of or investment in (except in the Ordinary Course), either by purchase of stock, bonds stock or securitiesother securities or equity interests, contributions to capital, Asset transfers or transfers, purchase of any AssetsAssets (including any investments or commitments to invest in real estate or any real estate development project) or other business combination, or by formation of any joint venture or other business organization or by contributions to capital (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the Ordinary Course), any Person other than Landmark Bank, or otherwise acquire direct or indirect control over any PersonPerson or (ii) enter into a plan of consolidation, merger, share exchange, share acquisition, reorganization, recapitalization or complete or partial liquidation (other than consolidations, mergers or reorganizations solely among wholly owned Xxxxxxx Subsidiaries), or a letter of intent, memorandum of understanding or agreement in connection principle with respect thereto; (g) (i) foreclosures in the ordinary course of business, (ii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (iii) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or (h) grant any bonus or increase in compensation or benefits to the employees or officers of any Xxxxxxx or any Subsidiary (including such discretionary increases as may be contemplated by existing employment agreements)Entity, except in accordance with past practice Previously Disclosed or as required by Law, (ii) pay any (x) severance or termination pay or (y) any bonus, in either case other than pursuant to a Xxxxxxx Benefit Plan in effect on the date hereof and in the case of clause (x) subject to receipt of an effective release of claims from the employee, and in the case of clause (y) to the extent required under the terms of the Xxxxxxx Benefit Plan without the exercise of any upward discretion, (iii) enter into into, amend, or amend increase the benefits payable under any severance agreements severance, change in control, retention, bonus guarantees, collective bargaining agreement or similar agreement or arrangement with employees or officers of either any Xxxxxxx or any SubsidiaryEntity, (iv) grant any increase in fees or other increases in compensation or other benefits to directors of either any Xxxxxxx Entity, (v) waive any stock repurchase rights, or grant, accelerate, amend or change the period of exercisability of any Equity Rights or restricted stock, or authorize cash payments in exchange for any Equity Rights, (vi) fund any rabbi trust or similar arrangement, (vii) terminate the employment or services of any officer or any Subsidiary except in accordance with past practice Previously Disclosed; oremployee whose annual base compensation is greater than $100,000, other than for cause, or (viii) hire any officer, employee, independent contractor or consultant (who is a natural person) who has annual base compensation greater than $100,000; (ih) enter into into, amend or amend renew any employment Contract between any Xxxxxxx or any Subsidiary Entity and any Person (unless such amendment is required by Law) that the Xxxxxxx or any Subsidiary, as the case may be, Entity does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or; (ji) adopt any new employee benefit plan of Xxxxxxx or any Subsidiary or make any Material change in or to any existing employee benefit plans of Xxxxxxx or any Subsidiary other than any such change that is except as required by Law or thator, with respect to a Xxxxxxx Benefit Plan that is intended to be tax-qualified in the opinion of counsel, counsel is necessary or advisable to maintain the tax qualified status of status, (i) adopt or establish any plan, policy, program or arrangement that would be considered a Xxxxxxx Benefit Plan if such plan; or , policy, program or arrangement were in effect as of the date of this Agreement, or amend in any material respect any existing Xxxxxxx Benefit Plan, terminate or withdraw from, or amend, any Xxxxxxx Benefit Plan, (kii) make any significant distributions from such Employee Benefit Plans, except as required by the terms of such plans, or (iii) fund or in any other way secure the payment of compensation or benefits under any Xxxxxxx Benefit Plan; (j) make any change in any Tax accounting principles, practices or accounting methods or systems of internal accounting controls, except as may be appropriate required to conform to changes in regulatory accounting requirements or GAAP; or; (lk) commence any Litigation other than in accordance the Ordinary Course, or settle, waive or release or agree or consent to the issuance of any Order in connection with past practice, settle any Litigation (i) involving any Liability of any Xxxxxxx or any Subsidiary Entity for money damages in excess of $25,000 50,000 or Material restrictions upon that would impose any restriction on the operations operations, business or Assets of any Xxxxxxx Entity or Subsidiary; orthe Surviving Corporation or (ii) arising out of or relating to the transactions contemplated hereby; (ml) except in the ordinary course of business(i) enter into, renew, extend, modify, amend or terminate any Material (A) Contract (1) with a term longer than one year or (2) that calls for aggregate payments of $50,000 or more, (B) Xxxxxxx Contract, (C) Contract referenced in Section 4.34 (or any other Contract with any broker or finder in connection with the Merger or any other transaction contemplated by this Agreement), or (D) Contract, plan, arrangement or other transaction of the type described in Section 4.35 (other than, in the case of sub-clauses (A) and (B), Contracts that can be terminated on less than 30 days’ notice with no prepayment penalty, Liability or other obligation), (ii) make any material amendment or modification to any Contract described in clause (i), or (iii) waive, release, compromise or assign any Material material rights or claimsclaims under any Contract described in clause (i); (m) (i) enter into any new line of business or change in any material respect its lending, investment, risk and asset-liability management, interest rate, fee pricing or other material banking or operating policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), (ii) change its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service Loans except as required by Law or by rules or policies imposed by a Regulatory Authority or (iii) change or remove any systems of internal accounting controls or disclosure controls; (n) make, or commit to make, any capital expenditures in excess of $50,000 individually or $100,000 in the aggregate; (o) except as required by Law or applicable Regulatory Authorities, make any material changes in its policies and practices with respect to (i) its hedging practices and policies or (ii) insurance policies including materially reduce the amount of insurance coverage currently in place or fail to renew or replace any existing insurance policies; (p) cancel, compromise, waive, or release any material indebtedness owed to any Person or any rights or claims held by any Person, except for (i) sales of Loans and sales of investment securities, in each case in the Ordinary Course or (ii) as expressly required by the terms of any Contracts in force at the date of the Agreement; (q) 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 make any application to open, relocate or close any branch or other facility; (r) materially change or restructure its investment securities portfolios, its investment securities practices or policies, or change its policies with respect to the classification or reporting of such portfolios, or invest in any mortgage-backed or mortgage related securities which would be considered “high-risk” securities under applicable regulatory pronouncements or change its interest rate exposure through purchases, sales or otherwise, or the manner in which its investment securities portfolios are classified or reported; (s) alter materially its interest rate or fee pricing policies with respect to depository accounts of any Xxxxxxx Subsidiaries or waive any material fees with respect thereto; (t) make, change or revoke any material Tax election, change any material method of Tax accounting, adopt or change any taxable year or period, file any amended material Tax Return, stop maintaining Withholding Certificates in respect of any person required to be maintained under the Internal Revenue Code or the Treasury Regulations, agree to an extension or waiver of any statute of limitations with respect to the assessment or determination of Taxes, settle or compromise any material Tax liability of any Xxxxxxx Entity, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (u) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (v) enter into any securitizations of any Loans or create any special purpose funding or variable interest entity other than on behalf of clients; (w) foreclose upon or take a deed or title to any commercial real estate (excluding real estate used solely for agricultural production) without first conducting a Phase I environmental assessment (except where such an assessment has been conducted in the preceding 12 months) of the property or foreclose upon any commercial real estate if such environmental assessment indicates the presence of Hazardous Material; (x) make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment for any Loan, or amend or modify in any material respect any Loan (including in any manner that would result in any additional extension of credit, principal forgiveness, or effect any uncompensated release of collateral, i.e., at a value below the fair market value thereof as determined by Landmark Bank), except for (i) Loans or commitments for Loans with a principal balance less than $5,000,000 in full compliance with Landmark Bank’s underwriting policy and related Loan policies in effect as of the date of this Agreement without utilization of any of the exceptions provided in such underwriting policy and related loan policies, and (ii) Loans or commitments for Loans, renewals, amendments, or modifications of any existing Loan with a principal balance equal to or less than $2,500,000 in full compliance with Landmark Bank’s underwriting policy and related Loan policies in effect as of the date of this Agreement, including pursuant to an exception to such underwriting policy and related Loan policies that is reasonable in light of the underwriting of the borrower for such Loan or commitment; (y) other than in the Ordinary Course, repurchase, or provide indemnification relating to, Loans in the aggregate in excess of $250,000; (z) take any action that could reasonably be expected to impede or materially delay consummation of the transactions contemplated by this Agreement; (aa) notwithstanding any other provision hereof, take any action that is reasonably likely to result in any of the conditions set forth in ARTICLE 8 not being satisfied, or materially impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (nbb) extend credit agree to take, make any borrower which requires commitment to take, or adopt any resolutions of Xxxxxxx’x board of directors in support of, any of the approval of Xxxxxxx'x Board of Directorsactions prohibited by this Section 6.2.