Common use of OPERATION IN ORDINARY COURSE Clause in Contracts

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminates, the Company shall (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s consent, which shall not be unreasonably withheld; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and keep available the services of its officers and employees as a group; (iii) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases in the ordinary course for any employee not party to an employment agreement; (vi) not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of to the Closing Date, Seller shall: (a) not engage in any transaction affecting the Branch Office, the Deposits, the Liabilities, or the date on which this Agreement terminates, the Company shall (i) conduct the Business only Assets except in the ordinary coursecourse of business, and shall operate and manage its business in the ordinary course consistent with past practices; (b) use reasonable best efforts to maintain the Branch Office in a condition substantially the same manner in as on the date of this Agreement, reasonable wear and use excepted; and (c) use reasonable best efforts to duly maintain compliance with all laws, regulatory requirements and agreements to which it has been previously conducted and not is subject or by which it is bound. Without limiting the generality of the foregoing, prior to undertake any business activities outside the ordinary course Closing Date, Seller shall not, without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld; : (iia) fail to maintain the Fixed Assets and Real Estate in their present state of repair, order and condition, reasonable wear and tear and casualty excepted; (b) fail to comply, in all material respects, with all applicable laws and regulations relating to its operations; (c) authorize or enter into any contract or amend, modify or supplement any contract relating to or affecting its Branch Office operations or involving any of the Assets or Liabilities; (d) do any act which, or omit to do any act the omission of which, could cause a breach of any Contract; (e) undertake any actions which are inconsistent with a program to use its commercially all reasonable efforts to preserve intact maintain good relations with its business organization and goodwill and keep available the services of its officers and Branch Office employees as a group; or customers; (iiif) confer on a regular and frequent basistransfer, at the Buyer’s reasonable requestassign, with representatives encumber, or otherwise dispose of, or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of, any of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases Assets except in the ordinary course of business; (g) invest in any Fixed Assets or improvements except for any employee not party commitments previously disclosed to an employment agreement; Buyer in writing, made on or before the date of this Agreement for replacements of furniture, furnishings and equipment, for normal maintenance and refurbishing, purchased or made in the ordinary course of business and for emergency and casualty repairs and replacements; (vih) not change any express increase or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to increase the salary, remuneration, or compensation of its employees or pay or agree to pay any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent uncommitted bonus to any extension Branch Office employee, except for normal merit raises consistent with past practice; (i) pay incentive compensation to Branch Office employees for purposes of retaining their services or waiver of maintaining Deposit levels through the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, Closing Date; (j) enter into or renew any closing agreement employment agreements with respect to Taxes, fail to file any Tax Return when due, Branch Office employees of Seller; (k) amend or make any change to modify any of its policiespromotional, procedures, principles deposit account or methods account loan practices of financial or Tax accounting the Branch Office other than as required by a amendments or modifications in the ordinary course of business or otherwise consistent with the provisions of this Agreement; (l) fail to maintain deposit rates substantially in accord with past standards and practices; or (m) change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights amend its schedules or policies relating to control, direct service charges or approve the operations of the Company prior to the Closingservice fees.

OPERATION IN ORDINARY COURSE. From (a) During the period commencing on the date hereof and continuing until the earlier Closing, the Seller agrees as to itself and its subsidiaries that, except as expressly permitted or required by this Agreement or as set forth in Schedule 4.3 of the Closing Disclosure Schedule or to the date on which this Agreement terminatesextent that the Buyer shall otherwise consent in writing, the Company Seller and its subsidiaries shall (i) conduct carry on the Business only in the ordinary coursecourse of business and consistent with past practice, in substantially including using commercially reasonable efforts to: (i) preserve intact, protect and maintain the same manner in which it has been previously conducted Business and not keep available and continue to undertake any business activities outside provide all services currently provided to the ordinary course without the Buyer’s consent, which shall not be unreasonably withheld; Business; (ii) use its commercially reasonable efforts to preserve intact its business organization (A) maintain all existing rights, privileges, licenses and goodwill and other authorizations (including all Intellectual Property) reasonably necessary for the operation of the Business, (B) keep available the services of the Employees, (C) maintain the relationship with, and goodwill of, customers, suppliers, vendors, Distributors, sales prospects and other Persons with whom the Seller or any of its officers subsidiaries otherwise has business relationships relating to the Business, (D) continue in all material respects the current sales, marketing and employees promotional activities relating to the Business, (E) keep and maintain the Purchased Assets in good operating condition and repair to permit their use in the continuing operation of the Business, ordinary wear and tear excepted, (F) perform its obligations in all material respects under the Assumed Contracts and the Leases included within the Purchased Assets in accordance with the terms thereof, and (G) maintain in place its insurance policies related to the Business (or replacement policies in similar amounts and protecting against similar risks) as a group; in effect as of the date hereof; (iii) confer on a regular pay and frequent basis, at the Buyer’s reasonable request, with representatives discharge all Liabilities of the Buyer to report operational matters Business as they come due and all payables of the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases in the ordinary course of business and in the same manner as previously paid (subject to the Seller’s ability to pursue in good faith any bona fide disputes); (iv) cause the Books and Records related to the Business to be maintained in the usual, regular and ordinary manner; and (v) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Buyer copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws. (b) Without limiting the generality of clause (a) above and subject to the exceptions therein and in Schedule 4.3(b) of the Disclosure Schedule, from the date of this Agreement to the Closing, the Seller shall not and shall not permit any of its subsidiaries to do any of the following, unless approved or consented to in writing by the Buyer, which consent shall not be unreasonably withheld or delayed: (i) sell, lease, assign, transfer, license, sublicense, encumber or otherwise dispose of, in whole or in part, any of the Purchased Assets (other than the Licensed-Back Assets or sale of products that embody such Licensed-Back Assets), or otherwise extend, amend or modify any rights thereto, except (i) for non-exclusive Contracts entered into with Seller’s customers in the ordinary course of the Business on terms substantially similar to those set forth in the standard forms of customer agreements made available to Buyer for review, and (ii) as among the Seller and its subsidiaries; (ii) modify, change or otherwise alter in any employee not party material respect the nature of the Business; (iii) cancel, rescind, terminate, assign or make any material change to any Assumed Contract, other than the expiration of an employment agreement; Assumed Contract in accordance with its terms as of the date hereof, except in the ordinary course of business consistent with past practice; (iv) enter into any Contract that would commit the Buyer to future obligations in excess of $500,000 per annum; (v) enter into any Contract that could, after the Closing, limit or restrict the Buyer or any of its subsidiaries or Affiliates (or any successors thereto), from engaging or competing in any line of business or in any geographic area, or require the Buyer or any of its subsidiaries or Affiliates to make available any investment opportunities to any Person on a priority, equal or exclusive basis; (vi) not change in connection with the Business or the Purchased Assets, incur, create or assume any express indebtedness or deemed election relating Liabilities for borrowed money or guarantee any such obligation or issue or sell any debt securities or warrants or enter into any “keepwell” or other similar arrangements which in each case would constitute an Assumed Liability; (vii) incur, create, assume or suffer to Taxesexist any Encumbrance on any Purchased Asset unless such Encumbrance is released upon or prior to Closing; (viii) except as required by any applicable Law or Governmental Authority: (A) increase the base compensation or benefits of the Employees, settle except for salary increases of no greater than five percent (5%) of total payroll for such Employees in connection with yearly salary reviews in the ordinary course of business, or (B) loan or advance any claim money or controversy relating to Taxesother property, agree or make any payment or distribution of any compensation, to any adjustment Employee, except for reasonable advances for travel and business expenses, or the payment of any Tax attributesalaries, surrender any right or claim to a refund wages and other accrued compensation, each in the ordinary course of Taxesbusiness consistent with past practices; (ix) transfer, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Returnabandon, enter into any closing settlement regarding, or institute any proceeding or assert any claim regarding, the breach or infringement of, any Purchased Intellectual Property that would result in a material and adverse effect on the Purchased Intellectual Property, or materially adversely modify any existing right with respect thereto; (x) enter into or amend any collective bargaining agreement or union Contract or other agreement covering the Employees as a group or enter into any negotiations for the purposes of entering into any such agreement, except as required by applicable Law, Governmental Authority or any Seller Plan; (xi) waive, release or relinquish any material claims or rights held by Seller relating to the Business or the Purchased Assets; (xii) incur any Liabilities related to the Business with respect to Taxescapital expenditures in excess of $500,000 that will not be discharged prior to Closing, fail to file any Tax Return when due, other than Excluded Liabilities and for those approved in writing by the Buyer; (xiii) make or make permit any change to any of its policiesaccounting methods or principles, procedures, principles or methods of financial or Tax accounting other than except as required by a change of changes in GAAP or applicable Tax Lawrecommended by Seller’s auditors; or (xiv) otherwise commit to do, respectively; and (vii) not or take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closingor omit to take any action that would result in, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closingforegoing.

OPERATION IN ORDINARY COURSE. (a) From the date hereof until the earlier of to the Closing Date, Seller and the Holding Company shall, and the Holding Company shall cause the Seller to (1) conduct its business in the Ordinary Course of Business; (2) not take actions with respect to the Seller Real Estate, the Deposits, the Assumed Liabilities, or the date on which this Agreement terminates, the Company shall (i) conduct the Business only Assets except in the ordinary courseOrdinary Course of Business; (3) use commercially reasonable efforts, but in substantially the same manner no event less than in which Seller’s Ordinary Course of Business, to maintain good relationships with its employees, customers, suppliers, distributors, licensors, licensees, and other Persons having material business relationships with it has been previously conducted and not provide communications to undertake any business activities outside such Persons without providing an advance copy thereof to the ordinary course without Buyer, which communication shall be subject to the Buyer’s consent, approval which shall will not be unreasonably withheldwithheld or delayed; (ii4) use maintain its commercially reasonable efforts to preserve intact books of accounts and records in the usual, regular and ordinary manner accordance with Accounting Standards and Law; (5) maintain licenses and permits necessary for the conduct of its business organization and goodwill maintain compliance with all Laws, permits, licenses, regulatory requirements and keep available the services of its officers and employees as a groupagreements to which it is subject or by which it is bound; (iii6) confer on a regular and frequent basis, at the Buyer’s reasonable request, provide Buyer with representatives prompt written notice of the Buyer to report operational matters and the general status of ongoing operationsany Claim instituted or threatened against Seller or Holding Company; (iv7) notify the Buyer of any change in its Business event, change, or effect which individually or in the operation of its properties which could aggregate causes or would be reasonably be expected to result in cause or constitute a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner material breach of any of its compensation arrangements representations, warranties, or Benefit Plans, other than compensation increases in the ordinary course for any employee not party to an employment agreementcovenants contained herein; (vi8) use all best efforts to comply with the OCC Agreement, including all amendments, modifications, expansions and adjustments thereto; (9) not change any express purchase, acquire or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment take assignment of any Tax attribute, surrender Loans or pools of Loans from any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or Person; (10) not make any change to new Loan or acquire any of its new Loan that would be an Non-Compliant Loan; and (11) continue in full force and effect without modification all insurance policies, procedures, principles or methods of financial or Tax accounting other than except as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of to the Closing or Date, except with the date on which this Agreement terminatesprior written consent of Buyer, the Sellers shall cause the Company shall to (ia) conduct the Business its respective business only in the ordinary course, course and in substantially the same manner as conducted at the date hereof, and in which it all cases in such a manner as to ensure that it, at all times, has been previously conducted and not sufficient cash to undertake any business activities outside the ordinary course without the Buyer’s consentmeet obligations that are due or that will become due within 30 days, which shall not be unreasonably withheld; (iib) use its commercially reasonable best efforts to preserve intact its respective business organization intact and goodwill and keep available to retain the services of its officers present officers, key employees, purchasing and employees as sales personnel and representatives, (c) use its reasonable best efforts to preserve favorable relations with its respective employees, customers, suppliers and others having business relations with it, (d) use its reasonable best efforts to comply with all applicable Laws, (e) refrain from entering into, amending in any material respect or terminating any contract to which it is a groupparty, (f) refrain from changing in any material respect any employee's compensation or employment benefits; (iiig) confer on a regular and frequent basisrefrain from making any distribution to its shareholders, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases in the ordinary course for any employee not party to an employment agreement; (vi) not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (viih) not take any action described conduct its respective business in Section 4.17(a) - (t). From such a manner that the Sunday immediately preceding representations and warranties contained in Article II of this Agreement shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date. In addition, until the Closing, the Sellers shall cause the Company shall not make to refrain from making any cash distributionsexpenditures or commitments for expenditures (regardless of whether such expenditures or commitments are within the ordinary course of business) without the prior written consent of Buyer. The Sellers shall jointly and severally indemnify and hold Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct harmless from and against any claim or approve the operations of loss incurred by Buyer or the Company prior to the Closingor any of their respective shareholders, resulting from or arising out of any act or omission of Buyer under this Section 5.1 if such act or omission was taken or made in good faith and in a commercially reasonable manner.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminatesterminates or is terminated pursuant to Article VIII, each Seller will, and the Company Principals shall cause each Seller to, (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s prior written consent, which consent shall not be unreasonably withheld; (ii) use its commercially reasonable efforts Commercially Reasonable Efforts to preserve intact its business organization and goodwill and with respect to the Business, keep available the services of its officers officers, employees, independent contractors and employees leased labor as a groupgroup and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it; (iii) consistent with applicable laws, confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business emergency or in the operation of its properties other event which could may reasonably be expected to constitute or result in a Seller Material Adverse Effectmaterial adverse change in its Business; (v) not modifysell, increase lease, transfer, assign or expand in any manner relocate outside the Seller Facilities any of its compensation arrangements or Benefit Plansthe Assets, other than compensation increases Inventory sold in the ordinary course for any employee not party to an employment agreementof business consistent with past custom and practice; (vi) not change amend adversely to such Seller or terminate any Assigned Contract, including any amendment or other agreement to increase the current or future base rent under any Assumed Lease; (vii) maintain the Assets in their present state of repair (ordinary wear and tear excepted); (viii) not enter into any new real property lease without the Buyer’s express or deemed election relating to Taxesprior written consent; and (ix) not file any amended Tax Return, enter into any closing agreement, settle any Tax claim or controversy assessment relating to Taxes, agree to any adjustment of any Tax attributethe Assets, surrender any material right or to claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations limitation period applicable to any Taxesmaterial Tax claim or assessment relating to the Assets, and not take any other similar action, or omit to take any action relating to the filing of any Tax Return or claim for Taxesthe payment of any Tax, amend if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax Returnasset of the Buyer, enter into any closing agreement with respect to Taxes, fail the extent related to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributionsAssets. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company Business prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of to the Closing Date, Seller shall, except as provided in this Agreement: (a) not engage in any transaction affecting the Seller’s locations, the Deposits, the Liabilities, or the date on which this Agreement terminates, the Company shall (i) conduct the Business only Assets except in the ordinary coursecourse of business, and shall operate and manage its business in the ordinary course consistent with past practices; (b) use commercially reasonable efforts to maintain the Seller’s locations in a condition substantially the same manner as on the date of this Agreement, reasonable wear and use excepted; (c) maintain its books of accounts and records in the usual, regular and ordinary manner; (d) use commercially reasonable efforts to preserve its present operations intact, keep available the services of its present officers and employees and preserve its present relationships with persons having business dealings with it, including customers, clients and suppliers; (e) provide Buyer with prompt written notice of any action, suit, proceeding or investigation instituted or threatened against Seller or Holding Company and (f) use reasonable best efforts to duly maintain compliance with all laws, regulatory requirements and agreements to which it has been previously conducted and not is subject or by which it is bound. Without limiting the generality of the foregoing, prior to undertake the Closing Date, Seller shall not, unless required by any business activities outside Regulator or with the ordinary course without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld or delayed and provided however, if consent is withheld; , Buyer must notify Seller in writing within three (3) Business Days of the request or such inaction shall be considered the equivalent of prior written consent: (a) fail to maintain the Fixed Assets and Real Estate in their present state of repair, order and condition, reasonable wear and tear and casualty excepted; (b) fail to maintain its financial books, accounts and records in accordance with GAAP; (c) fail to charge off assets in accordance with Seller’s existing policies or practices; (d) fail to comply, in all material respects, with all applicable laws and regulations relating to its operations; (e) except as may be disclosed in Section 7.05(e) of the Disclosure Schedule, authorize or enter into any contract, allow any contract with automatic renewal provisions to renew if such renewal would exceed one (1) year from such renewal, or amend, modify or supplement any contract relating to or affecting its operations or involving any of the Assets or Liabilities which obligates Seller to expend $50,000 or more; (f) take any action, or enter into or authorize any transaction, other than in the ordinary course of business and consistent with past practice, relating to or affecting its operations or involving any of the Assets or Liabilities; (g) knowingly and voluntarily doing any act which, or knowingly and voluntarily omitting to do any act the omission of which, likely would result in a breach of any material contract, commitment or obligation of Seller; (h) make any changes in its accounting systems, policies, principles or practices relating to or affecting its operations or involving any of the Assets or Liabilities, except in accordance with GAAP and regulatory requirements; (i) enter into or renew any Data Processing Contract; (j) engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business; (k) make any new Loan in the amount of $1,000,000 or more, or any extension of credit that would bring the aggregate credit relationship with such customer in excess of $1,000,000, whether secured or unsecured, except after delivering to Buyer written notice, including a complete loan package for such Loan, in a form consistent with the Seller’s policies and practice, at least two (2) Business Days prior to the origination of such Loan, and such Loan shall be made in the ordinary course of business consistent with prudent banking practices, the Seller’s current loan policies and underwriting and applicable rules and regulations of applicable Governmental Authorities with respect to the amount, term, security and quality of such borrower or borrower’s credit; (l) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with its employees and customers; (m) transfer, assign, encumber, or otherwise dispose of, or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of, any of the Assets except in the ordinary course of business or as set forth in Section 7.05(m) of the Disclosure Schedule; (n) invest in any Fixed Assets or improvements in excess of $25,000 individually or $50,000 in the aggregate, except for (i) commitments previously disclosed to Buyer in writing, (ii) commitments made on or before the date of this Agreement for replacements of furniture, furnishings and equipment, normal maintenance and refurbishing that are purchased or made in the ordinary course of business and (iii) expenditures for emergency and casualty repairs and replacements; (o) except as may be disclosed in Section 7.05(o) of the Disclosure Schedule increase or agree to increase the salary, remuneration, or compensation, including the issuance of any new restricted stock awards or equity grants, creation of any new employee benefit programs or the modification to any existing employee benefit programs of its employees or pay or agree to pay any uncommitted bonus to any such employees, other than routine increases and bonuses in the ordinary course of business in conformity with past custom and practice; provided, however, that any increase in salary, other than in connection with promotions or change in function of existing employees in the ordinary course of business, shall not exceed 3% in the aggregate, except that no grants or issuances of restricted stock awards or equity grants shall be permitted unless otherwise specifically approved; (p) except as may be disclosed in Section 7.05(p) of the Disclosure Schedule, except as expressly provided for elsewhere in this Agreement, pay incentive compensation to employees for purposes of retaining their services or maintaining Deposit levels through the Closing Date; (q) enter into any new employment agreements with employees of Seller or any consulting or similar agreements with directors of Seller; provided, however, that Seller shall be permitted to engage the assistance of temporary or contract employees, to the extent Seller deems necessary, to assist Seller in the performance of its obligations under this Agreement; (r) fail to use its commercially reasonable efforts to preserve intact its business organization and goodwill and present operations intact, keep available the services of its present officers and employees as a group; or to preserve its present relationships with persons having business dealings with it; (iiis) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business amend or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner modify any of its compensation arrangements promotional, Deposit account or Benefit Plansother practices, other than compensation increases amendments or modifications in the ordinary course of business or otherwise consistent with the provisions of this Agreement; (t) fail to maintain Deposit rates substantially in accord with past standards and practices, provided, however, Seller may increase deposit rates consistent with safe and sound banking practice; (u) change or amend its schedules or policies relating to service charges or service fees; (v) fail to comply in all material respects with the Contracts; (w) except in the ordinary course of business (including creation of deposit liabilities, enter into repurchase agreements, purchases or sales of federal funds, and sales of certificates of deposit), borrow or agree to borrow any material amount of funds or directly or indirectly guarantee or agree to guarantee any material obligations of others except pursuant to outstanding letters of credit; provided, however, the Seller shall not take any FHLB advances other than overnight or other short-term (less than 90 days) advances, which shall not exceed 10% of the total assets of Seller in the aggregate without the prior approval of Buyer; (x) purchase or otherwise acquire any investment security for its own account except for obligations of the government of the United States or agencies of the United States having maturities of not more than two (2) years; (y) except as required by applicable law or regulation: (i) implement or adopt any employee not party to an employment agreementmaterial change in its interest rate risk management and hedging policies, procedures or practices; (viii) fail to follow in all material respects its existing policies or practices with respect to managing its exposure to interest rate risk; or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; (z) settle or compromise, or offer or propose to settle or compromise, (i) any proceeding involving or against Seller, other than any settlement or compromise solely for monetary relief of not more than $50,000 individually or $150,000 in the aggregate and that does not involve any equitable relief or limitations on the conduct of Seller and which does not include any findings of fact or admission of culpability or wrongdoing by Seller, or (ii) any proceeding that relates to the Transactions; (aa) make or change any express or deemed election relating to Taxesmaterial tax election, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Returnchange an annual tax accounting period, enter into any closing agreement agreement, waive or extend any statute of limitations with respect to Taxes, fail taxes, (bb) enter into any Contract (conditional or otherwise) to file do any Tax Return when due, or of the foregoing; or (cc) make any adjustments to the Allowance or voluntarily take any action that would change to any of its policiesSeller’s loan loss reserves, procedures, principles or methods of financial or Tax accounting other than such adjustments or actions as are in compliance with Seller’s past practices consistently applied and in compliance with GAAP. The Seller will continue to fund the Allowance as needed, consistent with GAAP and regulatory requirements. The Seller will make full or partial charge offs of loans deemed uncollectible as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closingregulatory requirements.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of to the Closing Date, Seller shall: (a) not engage in any transaction affecting the WEB Real Estate’, the Deposits, the Liabilities, or the date on which this Agreement terminates, the Company shall (i) conduct the Business only Assets except in the ordinary coursecourse of business, and shall operate and manage its business in the ordinary course consistent with past practices; (b) use commercially reasonable efforts to maintain ‘the WEB Real Estate in a condition substantially the same manner as on the date of this Agreement, reasonable wear and use excepted; (c) maintain its books of accounts and records in the usual, regular and ordinary manner; and (d) use commercially reasonable efforts to duly maintain compliance with all laws, regulatory requirements and agreements to which it has been previously conducted and not is subject or by which it is bound. Neither this section nor any other section of the Agreement shall preclude the distribution by Seller of the Special Bank Dividend or incurring or paying the Transaction Expenses. Without limiting the generality of the foregoing, prior to undertake the Closing Date, Seller shall (unless required by any business activities outside Regulator or with the ordinary course without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld, delayed or conditioned and provided however, to withhold consent, Buyer must notify Seller in writing within three Business Days of the request or such inaction shall be considered the equivalent of prior written consent): (a) maintain the Fixed Assets and Real Estate in their present state of repair, order and condition, reasonable wear and tear and casualty excepted; (b) maintain its financial books, accounts and records in accordance with GAAP; (c) maintain its current schedule of internal and external compliance audits in accord with past custom and practice provided that the Seller shall not be required to obtain an external audit for 2019; (d) charge off assets in accordance with GAAP as consistently applied; (e) comply, in all material respects, with all applicable laws and regulations relating to its operations; (f) not authorize or enter into any contract or amend, modify or supplement any contract relating to or affecting its operations or involving any of the Assets or Liabilities which obligates Seller to expend $20,000 or more; (g) not take any action, or enter into or authorize any transaction, other than in the ordinary course of business and consistent with past practice, relating to or affecting its operations or involving any of the Assets or Liabilities; (h) not knowingly and voluntarily take any act which, or knowingly and voluntarily omitting to take any act the omission of which, likely would result in a breach of any material contract, commitment or obligation of Seller; (i) not make any material changes in its accounting systems, policies, principles or practices relating to or affecting its operations or involving any of the Assets or Liabilities, except in accordance with GAAP and regulatory requirements; (j) not enter into or renew any data processing service contract; (k) not engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business; (l) not make any new Loan, nor any extension of credit to an existing customer, in a single Loan or in an aggregate amount of $500,000 or more, except after delivering to Buyer written notice, including a complete loan package for such Loan, in a form consistent with Seller’s policies and practice, at least three Business Days prior to the origination of such Loan, and such Loan shall be made in the ordinary course of business consistent with past practice, Seller’s current loan policies and applicable rules and regulations of applicable Governmental Authorities with respect to the amount, term, security and quality of such borrower or borrower’s credit; (m) not transfer, assign, encumber, or otherwise dispose of, or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of, any of the Assets except in the ordinary course of business; (n) not invest in any Fixed Assets or improvements in excess of $15,000 for any single item, or $50,000 in the aggregate, except for commitments previously disclosed to Buyer in writing, made on or before the date of this Agreement for replacements of furniture, furnishings and equipment, normal maintenance and refurbishing, purchased or made in the ordinary course of business and for emergency and casualty repairs and replacements; (o) not increase or agree to increase the salary, remuneration, or compensation of its employees or pay or agree to pay any bonus (except as otherwise contemplated by Section 8.01(c) hereof) to any such employees, other than routine increases and bonuses in the ordinary course of business in conformity with past custom and practice; (p) except as expressly provided for elsewhere in this Agreement, not pay incentive compensation to employees for purposes of retaining their services, provided however; Seller may pay bonuses under the West End Bank Incentive Compensation Plan (iithe “Bonus Plan”), subject to the terms and conditions of such plan in effect as of the date of this Agreement; (q) not enter into any new employment agreements with employees of Seller or any consulting or similar agreements with directors of Seller; provided, however, that Seller shall be permitted to engage the assistance of temporary or contract employees, to the extent Seller deems necessary, to assist Seller in the performance of its obligations under this Agreement; (r) not fail to use its commercially reasonable efforts to preserve intact its business organization and goodwill and present operations intact, keep available the services of its present officers and employees as a group; or to preserve its present relationships with persons having business dealings with it; (iii) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (vs) not modify, increase amend or expand in any manner modify any of its compensation arrangements promotional, deposit account or Benefit Plans, practices other than compensation increases amendments or modifications in the ordinary course of business or otherwise consistent with the provisions of this Agreement; (t) maintain deposit rates substantially in accord with rates offered by other financial institutions in Seller’s market or pursuant to Seller’s policies and procedures; (u) not materially change or amend its schedules or policies relating to service charges or service fees; (v) comply in all material respects with the Contracts; (w) except in the ordinary course of business or pursuant to Seller’s policies and procedures (including creation of deposit liabilities, entry into repurchase agreements, purchases or sales of federal funds, and sales of certificates of deposit), not borrow or agree to borrow any material amount of funds or directly or indirectly guarantee or agree to guarantee any material obligations of others except pursuant to outstanding letters of credit; provided, however, Seller may take any additional overnight or other short-term (less than 90 days) FHLB advances, which shall not exceed 5% of the total assets of Seller in the aggregate, and which shall not be used for the purpose of implementing “wholesale leverage”; (x) not purchase or otherwise acquire any employee investment security for its own account except for obligations of the government of the United States or agencies of the United States or state or local governments having maturities of not party more than five (5) years and which municipal obligations have been assigned a rating of “A” or better by Xxxxx’x Investors Service or by Standard and Poor’s, or engage in any activity that would be inconsistent with the classification of investment securities as either “held to an employment agreementmaturity” or “available for sale”; (y) except as required by applicable law or regulation not: (1) implement or adopt any material change in its interest rate risk management and hedging policies, procedures or practices; (vi2) not change any express fail to follow in all material respects its existing policies or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement practices with respect to Taxes, managing its exposure to interest rate risk; or (3) fail to file use commercially reasonable means to avoid any Tax Return when due, or make any change material increase in its aggregate exposure to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectivelyinterest rate risk; and or (viiz) not voluntarily take any material action described that would change Seller’s loan loss reserves which is not in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided compliance with Seller’s past practices consistently applied and in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closingcompliance with GAAP.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of to the Closing Date, Seller shall: (a) not engage in any transaction affecting the Branch Offices, the Home Office, the Deposits, the Liabilities, or the date on which this Agreement terminates, the Company shall (i) conduct the Business only Assets except in the ordinary coursecourse of business, and shall operate and manage its business in the ordinary course consistent with past practices; (b) use reasonable best efforts to maintain the Branch Offices and the Home Office in a condition substantially the same manner as on the date of this Agreement, reasonable wear and use excepted; (c) maintain its books of accounts and records in the usual, regular and ordinary manner; and (d) use reasonable best efforts to duly maintain compliance with all laws, regulatory requirements and agreements to which it has been previously conducted and not is subject or by which it is bound. Without limiting the generality of the foregoing, prior to undertake any business activities outside the ordinary course Closing Date, Seller shall not, without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld: (a) fail to maintain the Fixed Assets and Real Estate in their present state of repair, order and condition, reasonable wear and tear and casualty excepted; (b) fail to maintain its books, accounts and records in accordance with GAAP; (c) fail to charge off assets in accordance with GAAP on a timely basis; (d) fail to comply, in all material respects, with all applicable laws and regulations relating to its operations; (e) authorize or enter into any contract or amend, modify or supplement any contract relating to or affecting its operations or involving any of the Assets or Liabilities which obligates Seller to expend $10,000 or more; (f) take any action, or enter into or authorize any transaction, other than in the ordinary course of business and consistent with past practice, relating to or affecting its operations or involving any of the Assets or Liabilities; provided, however, that the foregoing restrictions and the other restrictions in this Section 7.05 shall not apply to or restrict any sale or other transaction involving the Insurance Business or ATIS; (iig) do any act which, or omit to do any act the omission of which, could cause a breach of any material contract, commitment or obligation of Seller or AM TRU; (h) make any changes in its accounting systems, policies, principles or practices relating to or affecting its operations or involving any of the Assets or Liabilities, except in accordance with GAAP and regulatory requirements; (i) enter into or renew any data processing service contract; (j) engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business; (k) make or renew (1) any Business Loan in excess of $250,000, (2) any Residential Mortgage Loan or Home Equity Loan with a loan to value ratio in excess of 80% or any Residential Mortgage Loan or Home Equity Loan in excess of $300,000 and $75,000, respectively, (3) any Unsecured Loan or Auto Receivable in excess of $50,000, or (4) any Loan or Account Loan which is not made in the ordinary course of business; (l) undertake any actions which are inconsistent with a program to use its commercially all reasonable efforts to maintain good relations with its employees, shareholders, or customers; (m) transfer, assign, encumber, or otherwise dispose of, or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of, any of the Assets except in the ordinary course of business; (n) invest in any Fixed Assets or improvements except for commitments previously disclosed to Buyer in writing, made on or before the date of this Agreement for replacements of furniture, furnishings and equipment, for normal maintenance and refurbishing, purchased or made in the ordinary course of business and for emergency and casualty repairs and replacements; (o) increase or agree to increase the salary, remuneration, or compensation of its employees or pay or agree to pay any uncommitted bonus to any such employees; (p) pay incentive compensation to employees for purposes of retaining their services or maintaining Deposit levels through the Closing Date; (q) enter into or renew any employment agreements with employees of Seller or any consulting or similar agreements with directors of Seller; (r) fail to use its reasonable best efforts to preserve intact its business organization and goodwill and present operations intact, keep available the services of its present officers and employees as a group; or to preserve its present relationships with persons having business dealings with it; (iiis) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any change in its Business amend or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner modify any of its compensation arrangements promotional, deposit account or Benefit Plans, account loan practices other than compensation increases amendments or modifications in the ordinary course for any employee not party of business or otherwise consistent with the provisions of this Agreement; (t) fail to an employment agreement; maintain deposit rates substantially in accord with past standards and practices; (viu) not change any express or deemed election amend its schedules or policies relating to Taxesservice charges or service fees; (v) pay or make any dividends or other distributions to AM TRU, settle and AM TRU will not pay or make any claim dividends or controversy relating other distributions to Taxes, agree its shareholders; (w) fail to comply in all material respects with the Contracts or fail to pay any adjustment premiums on the BOLI Insurance policies; (x) except in the ordinary course of any Tax attribute, surrender any right or claim to a refund business (including creation of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Returndeposit liabilities, enter into repurchase agreements, purchases or sales of federal funds, and sales of certificates of deposit), borrow or agree to borrow any closing agreement material amount of funds or directly or indirectly guarantee or agree to guarantee any material obligations of others except pursuant to outstanding letters of credit; provided, however, the Seller shall not take any additional FHLB advances other than overnight or other short-term (less than 15 days) advances, which shall not exceed $5 million in the aggregate; (y) purchase or otherwise acquire any investment security for their own account that exceeds $500,000 individually or $1,000,000 in the aggregate or purchase or otherwise acquire any security other than U.S. treasury or other governmental obligations or asset-backed securities issued or guaranteed by United States governmental or other governmental agencies, in either case having an average remaining life of 3 years or less, or sell any investment security owned by them other than sales made in the ordinary course of business as previously conducted during the past 3 years and in accordance with applicable law and regulations or engage in any activity that would be inconsistent with the classification of investment securities as either “held to maturity” or “available for sale;” (z) except as required by applicable law or regulation: (1) implement or adopt any material change in its interest rate risk management and hedging policies, procedures or practices; (2) fail to follow its existing policies or practices with respect to Taxes, managing its exposure to interest rate risk; or (3) fail to file use commercially reasonable means to avoid any Tax Return when due, or make any change material increase in its aggregate exposure to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectivelyinterest rate risk; and or (viiaa) not take any action described that would change Seller’s loan loss reserves which is not in compliance with Seller’s past practices consistently applied and in compliance with GAAP, other than any changes made pursuant to Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closing7.25 hereof.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminatesterminates or is terminated pursuant to Article VIII, the Company Seller will, and the Principals shall cause the Seller to, (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and keep available the services of its officers and employees as a group; (iii) consistent with applicable laws, confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iviii) notify the Buyer of any change in its Business or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; (viv) not modifysell, increase lease, transfer, assign or expand in any manner relocate outside the Seller Facilities any of its compensation arrangements or Benefit Plansthe Assets, other than compensation increases Inventory sold in the ordinary course for of business consistent with past custom and practice or the disposition of equipment that is worthless or obsolete or worn out in the ordinary course of business, which is no longer used or useful in the conduct of its business or which is replaced by equipment of equal suitability and value; (v) not amend adversely to the Seller or terminate any employee not party to an employment agreementAssigned Contract, other than in the ordinary course of business; (vi) not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment maintain the Assets in their present state of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectivelyrepair (ordinary wear and tear excepted); and (vii) not take enter into any action described in Section 4.17(anew real property lease without the Buyer’s express prior written consent; and (viii) - (t). From not file any amended Tax Return, make or change any Tax election or adopt or change any Tax accounting method to the Sunday immediately preceding extent that any of the Closing Date until the Closing, the Company shall not make foregoing actions relate to any cash distributionsAsset. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company Business prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminates, the Company shall Sellers will (i) cause the Company to conduct the Business only in the ordinary coursecourse except to the extent contemplated by this Agreement, in substantially the same manner in which it has been previously conducted and not to undertake any business activities outside the ordinary course without the Buyer’s consent, which shall not be unreasonably withheld; (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill and goodwill, keep available the services of its officers and employees as a groupgroup and maintain its current relationships with suppliers, distributors, customers and others having business relationships with it; (iii) confer on a regular and frequent basis, at the Buyer’s reasonable requestrequest with reasonable advance notice, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any emergency or any change in its Business or in the operation of its properties event which could reasonably be expected to result in constitutes a Seller Material Adverse Effect; (v) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases except in the ordinary course for any employee not party to an employment agreement; of business consistent with past practice and (vi) except for matters that relate solely to U.S. federal income taxes of the Company and the Subsidiary for the Pre-Closing Tax Period, not change any express or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Return, enter into any closing agreement with respect to Taxes, fail to file any Tax Return when duedue (subject to applicable available extensions), or make any material change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax LawGAAP. Notwithstanding the foregoing, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Buyer agrees that, prior to Closing, the Company shall not make or the Subsidiary may sell any cash distributionsor all of the trucks identified on Schedule 5.8 so long as the Company and the Subsidiary are released from the capitalized lease obligations associated therewith. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closing.

OPERATION IN ORDINARY COURSE. From the date hereof until Until the earlier of the Closing or and the date on which termination of this Agreement terminates, the Company shall Agreement: (ia) The Sellers will conduct the Business only in the ordinary course, and usual course in substantially the same manner in which as it has been previously conducted is presently operated, including the production, sale, and promotion of Products, and not implement any Rebate Program or Promotional Program other than those listed on Schedule 2.20. (b) The Sellers will use their commercially reasonable efforts to undertake any business activities outside preserve their rights to, and the goodwill associated with, the Trademarks, the Chi-Chi's/Fleischmann's Trademarks, txx Xx. Xxxxxx Copyrights, the Trade Names, and the Intellectual Property. (c) Except in the ordinary course without of business or as required by Law or contractual obligations or other understandings or arrangements existing on the Buyer’s consentdate of this Agreement, which shall each Seller will not be unreasonably withheld; (i) increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the Transferring Employees, (ii) pay or agree to pay any additional pension, retirement allowance, or other employee benefit to any such Transferring Employee, (iii) enter into any new employment, severance, consulting, or other compensation agreement with any existing Transferring Employee, or (iv) amend or enter into a new Employee Plan (except as required by Law) or amend or enter into a new collective bargaining agreement pertaining to a Transferring Employee. (d) Subject to the terms and conditions of this Agreement, each Seller will use its commercially reasonable efforts to keep available the services of the Transferring Employees, and preserve the goodwill, reputation, and present relationships of the Business with its suppliers, customers, licensors, and others having such business relations with the Business. (e) Each Seller will (i) use its commercially reasonable efforts to maintain the Owned Property in good repair, order, and condition, normal wear and tear excepted, (ii) use its commercially reasonable efforts to preserve intact its business organization and goodwill maintain and keep available in full force existing insurance or appropriate replacements therefor relating to the services of its officers and employees as a group; Assets, (iii) confer maintain its records relating to the Assets in the usual, regular, and ordinary manner on a regular basis consistent with past practices, and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify use its commercially reasonable efforts to perform and comply with its obligations under all Assigned Contracts. Except as contemplated by this Agreement, no Seller shall make any material alterations to the Buyer Owned Property without the prior written consent of any change in its Business the Purchaser, which consent shall not be unreasonably withheld or in the operation of its properties which could reasonably be expected to result in a Seller Material Adverse Effect; delayed. (vf) not modify, increase or expand in any manner any of its compensation arrangements or Benefit Plans, other than compensation increases Except in the ordinary course of business or as otherwise provided for any employee not party to an employment agreement; in or contemplated by this Agreement, no Seller will (vii) not change any express sell, lease, transfer, or deemed election relating to Taxes, settle any claim or controversy relating to Taxes, agree to any adjustment otherwise dispose of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable Assets, (ii) create or permit to exist any TaxesLien on the Assets other than Permitted Encumbrances, Tax Return or claim for Taxes, amend any Tax Return, (iii) enter into any closing agreement joint venture, partnership, or other similar arrangement or form any other new arrangement for the operation of the Assets, (iv) accelerate or delay the manufacture, shipment, or sale of any Inventory in a manner inconsistent with past practices, or (v) make any new commitments for capital expenditures at the Plants. (g) The Sellers will use their commercially reasonable efforts between the date of this Agreement and the Closing to secure fulfillment of matters within their or their Affiliates' control which are conditions precedent to the Purchaser's obligations hereunder, and the Purchaser will use its commercially reasonable efforts between the date of this Agreement and the Closing to secure fulfillment of matters within its or its Affiliates' control which are conditions precedent to the Sellers' obligations hereunder. The Sellers will use their commercially reasonable efforts to obtain all Required Consents and the Estoppel Certificates. Notwithstanding the foregoing, nothing in this Agreement shall require any Seller or the Purchaser to pay any money (other than amounts payable by the Purchaser or its Affiliates as required or contemplated by the Commitment Letter) to, or enter into any contractual or other obligation with, any other party as a condition or inducement to obtain any Required Consent (except as may be required by any Assigned Contract as a condition to obtain any such Required Consent) or any Estoppel Certificate, except that the Purchaser and the Sellers agree to pay the amounts described on Schedule 6.2 with respect to Taxes, fail the Required Consent referred to file any Tax Return when due, or make any change to any of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and therein. (viih) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding The Sellers shall use their commercially reasonable efforts so that at the Closing Date until the Closing, the Company number of Depletion Days (as defined in Schedule 6.6(h)) shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the Closingexceed 60.

OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of to the Closing Date, Seller shall: (a) not take actions with respect to the Seller Real Estate, the Deposits, the Liabilities, or the date on which this Agreement terminatesAssets except in the Ordinary Course of Business, and operate and manage its business in the Company shall Ordinary Course of Business; (b) use commercially reasonable efforts, but in no event less than in Seller’s Ordinary Course of Business, to maintain (i) conduct the Business only Seller’s locations in the ordinary course, in a condition substantially the same manner as on the date of this Agreement, reasonable wear and use excepted and (ii) good relationships with its employees and customers; (c) maintain its books of accounts and records in the usual, regular and ordinary manner; (d) use commercially reasonable efforts, but in no event less than in Seller’s Ordinary Course of Business, to duly maintain compliance with all Laws, regulatory requirements and agreements to which it has been previously conducted is subject or by which it is bound; and not (e) provide Buyer with prompt written notice of any action, suit, proceeding or investigation instituted or threatened against Seller or Holding Company. Without limiting the generality of the foregoing, except as otherwise expressly provided or permitted under this Agreement, prior to undertake the Closing Date, Seller shall not, unless required by any business activities outside Law or any Regulator or with the ordinary course without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld or delayed and provided however, if consent is withheld; , Buyer must notify Seller in writing within three (3) Business Days of the request or such inaction shall be considered the equivalent of prior written consent: (a) fail to maintain the Fixed Assets and Seller Real Estate and Leasehold Interests in their present state of repair, order and condition, reasonable wear and tear and casualty excepted; (b) fail to maintain its financial books, accounts and records in accordance with Accounting Standards and past practices; (c) fail to charge off assets in accordance with Accounting Standards and past practices; (d) fail to comply, in all material respects, with all applicable Laws relating to its operations; (e) (i) authorize or enter into any new Contract, or voluntarily renew any existing Contract for more than one (1) year, which obligates Seller to expend $50,000.00 or more in a twelve (12) month period or $250,000 in the aggregate, or (ii) amend, modify or supplement any Contract relating to or affecting its operations or involving any of the Assets or Liabilities which obligates Seller to expend $100,000 or more; provided, however, in the case of clause (ii), Seller may not amend, modify, or supplement any of the Contracts set forth on Section 5.16 of the Disclosure Schedule, unless such Contract, as amended, modified, or supplemented is terminable at will by Seller upon thirty (30) days advance written notice and without any liability; (f) take any action, or enter into or authorize any transaction, other than in the Ordinary Course of Business and consistent with past practice, relating to or affecting its operations or involving any of the Assets or Liabilities; (g) knowingly and voluntarily take any act which, or knowingly and voluntarily omitting to do any act the omission of which, likely would result in a breach of any Material Contract, or any material commitment or obligation of Seller or Holding Company; (h) make any material changes in its accounting systems, policies, principles or practices relating to or affecting its operations or involving any of the Assets or Liabilities, except in accordance with Accounting Standards and regulatory requirements; (i) enter into or renew any data processing service contract; except if any such service contact expires within one year after the date of this Agreement, it may be renewed for a period up to one year. (j) fail to operate and manage business in the Ordinary Course of Business consistent with past practices as set forth above; (k) make any new Loan, nor any extension of credit or renewal to any customer, in a single Loan over $2,000,000.00 or in a single Loan over $2,000,000.00 if the existing customer’s aggregate loan relationship with Seller is greater than $10,000,000.00 (as determined prior to giving effect to the new Loan to be made), except after delivering to Buyer written notice, including a complete loan package for such Loan, in a form consistent with Seller’s written policies and practice made available to Buyer, at least three Business Days prior to the origination of such Loan, and such Loan shall be made in the Ordinary Course of Business consistent with past practice, Seller’s current written loan policies and applicable rules and regulations of applicable Governmental Authorities with respect to the amount, term, security and quality of such borrower or borrower’s credit. Without limiting the foregoing, Seller shall make no new Loan that would be an Excluded Loan and not a Buyer Permissible Loan. Buyer may provide feedback to Seller on any Loan for which Seller provides notice to Buyer pursuant to this Section 7.06(k) within twenty-four (24) hours after receipt of such notice; provided, however, that such feedback will not be binding upon Seller as an approval or disapproval of such Loan or any of its terms or conditions; (l) undertake any actions which are inconsistent with a program to use all reasonable efforts to maintain good relations with its employees and customers, including, without limitation, providing communications to employees directly related to the Transaction without providing an advance copy thereof to the Buyer; (m) undertake any action(s) which are inconsistent with a program to use all commercially reasonable efforts to maintain good relationships with its employees and customers; (n) transfer, assign, encumber, or otherwise dispose of, or enter into any contract, agreement, or understanding to transfer, assign, encumber, or otherwise dispose of, any of the Assets except in the Ordinary Course of Business, and except the Excluded Assets; (o) except as set forth on Section 7.06(o) of the Disclosure Schedule, invest in any Fixed Assets or improvements, except for commitments previously disclosed to one of Buyer’s parties identified on Section 1.01(d) of the Disclosure Schedule in writing, made on or before the date of this Agreement for replacements of furniture, furnishings and equipment, normal maintenance and refurbishing, purchased or made in the Ordinary Course of Business and for emergency and casualty repairs and replacements; (p) except as set forth on Section 7.06(p) of the Disclosure Schedule, increase or agree to increase the salary, remuneration, or compensation of its employees, other than in the Ordinary Course of Business; (q) pay incentive compensation to employees for purposes of retaining their services through the Closing Date or maintaining Deposit levels through the Closing Date, other than the Seller Stay Bonuses or except in the Ordinary Course of Business; (r) enter into any new employment agreements with employees or any consulting or similar agreements with directors of Seller, provided, however that annual renewals of existing agreements set forth on Section 5.19(c) of the Disclosure Schedule renewed in the Ordinary Course of Business are permitted; provided, further, however that Seller shall be permitted to engage the assistance of temporary or contract employees, to the extent Seller deems necessary, to assist Seller in the performance of its obligations under this Agreement; (s) fail to use its commercially reasonable efforts to preserve intact its business organization and goodwill and present operations intact, keep available the services of its present officers and employees or to preserve its present relationships with persons having business dealings with it; (t) amend or modify any of its promotional, deposit account or practices other than amendments or modifications in the Ordinary Course of Business and otherwise consistent with the provisions of this Agreement (u) fail to maintain deposit rates substantially in accordance with past standards and practices; (v) change or amend its schedules or policies relating to service charges or service fees, except in the Ordinary Course of Business and consistent with past practices; (w) fail to comply in all material respects with the Contracts; (x) except in the Ordinary Course of Business (including creation of deposit liabilities, entering into repurchase agreements, purchases or sales of federal funds, and sales of certificates of deposit, and FHLB and Federal Reserve Bank borrowings), borrow or agree to borrow any material amount of funds or directly or indirectly guarantee or agree to guarantee any material obligations of others except pursuant to outstanding letters of credit; (y) purchase or otherwise acquire any investment security for its own account that exceeds $2,500,000.00 or purchase or otherwise acquire any security, other than U.S. Treasury or other governmental obligations or asset-backed securities issued or guaranteed by United States governmental or other governmental agencies, the Federal Home Loan Bank, Xxxxxx Xxx, Xxxxxxx Xxx, or Federal Farm Credit Bureau, in either case having an average remaining life of two years or less, or engage in any activity that would be inconsistent with the classification of investment securities as a group; “available for sale”. Without limiting the foregoing, the Seller shall not acquire any investment security for its own account that cannot be legally held by Buyer; (iiiz) confer on a regular and frequent basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; except as required by applicable Law: (iv1) notify the Buyer of implement or adopt any material change in its Business interest rate risk management and hedging policies, procedures or in practices; (2) fail to follow its existing policies or practices with respect to managing its exposure to interest rate risk; (3) increase or decrease the operation rate of its properties which could reasonably be expected to result interest paid by Seller on any deposit product, including, without limitation on certificates of deposit, except in a manner and pursuant to policies consistent with past practices; provided that Seller Material Adverse Effectshall provide notice to Buyer within three (3) Business Days after increasing its advertised rates on deposit products; or (v4) in all material respects its existing policies or practices with respect to managing its exposure to interest rate risk fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; (aa) voluntarily take any action that would change Seller’s loan loss reserves which is not modifyin compliance with Seller’s past practices consistently applied and in compliance with Accounting Standards; (bb) settle or compromise, increase or expand in offer or propose to settle or compromise, (1) any manner any of its compensation arrangements proceeding involving or Benefit Plansagainst Seller, other than compensation increases any settlement or compromise solely for monetary relief of not more than $75,000.00 individually or $150,000.00 in the ordinary course for aggregate and that does not involve any employee equitable relief or limitations on the conduct of Seller and which does not party include any findings of fact or admission of culpability or wrongdoing by Seller, or (2) any proceeding that relates to an employment agreement; the Transactions; (vicc) not make or change any express or deemed election relating to Taxesmaterial tax election, settle any claim or controversy relating to Taxes, agree to any adjustment of any Tax attribute, surrender any right or claim to a refund of Taxes, consent to any extension or waiver of the statute of limitations period applicable to any Taxes, Tax Return or claim for Taxes, amend any Tax Returnchange an annual tax accounting period, enter into any closing agreement agreement, waive or extend any statute of limitations with respect to Taxestaxes, fail or (dd) enter into any Contract (conditional or otherwise) to file do any Tax Return when dueof the foregoing. Notwithstanding the foregoing, nothing in this Section 7.06 shall prohibit Seller from paying Excluded Liabilities, Transaction Expenses, or make any change to any expenses that have been accrued in the Ordinary Course of its policies, procedures, principles or methods of financial or Tax accounting other than as required by a change of GAAP or applicable Tax Law, respectively; and (vii) not take any action described in Section 4.17(a) - (t). From the Sunday immediately preceding the Closing Date until the Closing, the Company shall not make any cash distributions. The Buyer acknowledges that except as provided in this Agreement it has no rights to control, direct or approve the operations of the Company prior to the ClosingBusiness.