Common use of Required Acts Clause in Contracts

Required Acts. Between the date of this Agreement and the Closing, HBI will, and will cause each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCB: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAP; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and the Closing, HBI the Company will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBParent: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI the Company or any of its Subsidiaries may in good faith reasonably dispute; (db) use commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (ec) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (fd) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (ge) promptly notify TCB Parent of any Tax proceeding or claim pending or or, to the Knowledge of the Company, threatened against or with respect to HBI the Company or any of its Subsidiaries; (hf) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (ig) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP);; and (jh) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP the Company’s existing policy and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)procedures.

Required Acts. Between the date of this Agreement and the Closing, HBI CBI will, and will cause each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBFFIN: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI CBI or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB FFIN of any Tax proceeding or claim pending or threatened against or with respect to HBI CBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; provided, further, that such allowance for loan and lease losses as determined in accordance with its GAAP, shall equal the greater of (A) $2,645,000 or (B) the amount required to comply with GAAP standards; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and the Closing, HBI the Company will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBParent: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI the Company or any of its Subsidiaries may in good faith reasonably dispute; (db) use commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (ec) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (fd) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (ge) promptly notify TCB Parent of any Tax proceeding or claim pending or or, to the knowledge of the Company, threatened against or with respect to HBI the Company or any of its Subsidiaries; (hf) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom therefrom, and pay the same to the proper Governmental Entity when due, in the ordinary course consistent with past practices; (ig) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP);GAAP; and (jh) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP the Company’s existing policy and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)procedures.

Required Acts. Between the date of this Agreement and the Closing, HBI RBI will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, including the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear exceptedexcepted and unavoidable casualty; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI RBI or any of its Subsidiaries may in good faith reasonably dispute; (d) except as required by prudent business practices, use all commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedingsProceedings; (f) timely file, subject to valid extensions, all Tax Returns required to be filed by it and timely it, promptly pay all Taxes Taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings Proceedings and properly for which adequate reserves are accrued in accordance with GAAP; (g) promptly notify TCB GAAP on the financial statements of any Tax proceeding RBI, and collect or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of timely and properly remit all Taxes required to be collected or withheld therefrom and pay the same to the proper Governmental Entity when dueremitted by it; (ig) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP)GAAP; (jh) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (ki) maintain the allowance for loan and lease losses account in accordance with GAAP and in an amount reasonably estimated to be adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements, and not reduce the amount of the Bank’s allowance for loan losses; provided, further, that such allowance for loan losses account shall be an amount not less than $1,897,000 and shall include the estimated cost of carrying and disposing of non-performing loans and OREO Property including any specific reserve required for the ownership or sale of such OREO Property; (lj) pay or accrue all costs, expenses and other charges to be incurred by RBI or any Subsidiary thereof in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; (k) use its commercially reasonable efforts to prevent any shareholder of RBI from taking any action that would result in the termination of RBI’s status as an S Corporation or the termination of status of any Subsidiary of RBI as a QSub; and (ml) ensure that all accruals and reserves for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)GAAP.

Required Acts. Between the date of this Agreement and the Closing, HBI KBI will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI KBI or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAP; (g) promptly notify TCB EQBK of any Tax proceeding or claim pending or threatened against or with respect to HBI KBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP);GAAP (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; provided, further, that such allowance for loan losses as determined in accordance with GAAP, shall equal the greater of (A) 2.48% of total loans outstanding as of the Closing Date, or (B) the amount required to comply with GAAP standards; (l) except as otherwise provided in this Agreement, pay or accrue all costs, expenses and other charges to be incurred by KBI or any Subsidiary thereof in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)GAAP.

Required Acts. Between To the extent not inconsistent with the Bankruptcy Code and subject to any Order or direction of the Bankruptcy Court, and except as prohibited by Law, between the date of this Agreement and the Closing, HBI will, and SELLER will cause each of its Subsidiaries including the Bank FNB to, unless otherwise permitted in writing by TCB: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) Operate only in the ordinary course of business and consistent with past practices and safe and sound prudent banking principlespractices; (b) except Except as required by prudent business practices, use commercially all reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill employees, and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform Perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI SELLER or any of its Subsidiaries FNB may in good faith reasonably dispute; (d) maintain Maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely Timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely Timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold Withhold from each payment made to each of its employees, independent contractors, creditors and other third parties employees the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) account Account for all transactions and prepare all financial statements Financial Statements and Call Reports in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (ji) promptly Promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report Instructions and the Uniform Retail Credit Classification and Account Management Policy; (j) Use good faith best efforts to comply or maintain compliance with any and all regulatory commitment letters, memoranda of understanding, cease and desist orders, written agreements or other formal or information administrative actions to which FNB is subject; and (k) maintain the allowance for loan and lease losses account in an amount Pay (or establish adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (lreserves for) pay or accrue all costs, expenses and other charges to be incurred by FNB in connection with the MergerAcquisition, includingincluding all legal, but not limited toaccounting, all legal feesconsulting, accounting fees, consulting fees investment banking and brokerage fees, prior to before the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and the Closing, HBI KBC will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound prudent banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI KBC or any of its Subsidiaries may in good faith reasonably dispute; (d) use commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedingsProceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPProceedings; (g) promptly notify TCB EQBK of any Tax proceeding Proceeding or claim pending or threatened against or with respect to HBI KBC or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP)GAAP; (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in accordance with GAAP and in an amount reasonably estimated to be adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements, and not reduce the amount of the Bank’s allowance for loan losses; provided, further, that such allowance for loan losses shall be an amount not less than 1.06% of aggregate loans (excluding loans held for sale) and shall include the estimated cost of carrying and disposing of nonperforming loans and OREO Property including any specific reserve required for the ownership or sale of such OREO Property; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP GAAP; and (unless otherwise instructed n) obtain the minimum vote, and require no greater than the minimum vote, of the capital stock of KBC required by RAP any voting trusts, voting agreements, shareholders’ agreements or similar arrangements in which case such accrual will be accounted for in accordance with RAP)order to approve the termination thereof.

Required Acts. Between the date of this Agreement and the Closing, HBI Xxxxx will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, including the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear exceptedexcepted and unavoidable casualty; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Xxxxx or any of its Subsidiaries may in good faith reasonably dispute; (d) except as required by prudent business practices, use all commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedingsProceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes Taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPProceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP)GAAP; (ji) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for loan and lease losses account in accordance with GAAP and in an amount reasonably estimated to be adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements, and not reduce the amount of the Bank’s allowance for loan losses; provided, further, that such allowance for loan losses account shall be an amount not less than 1.15% of aggregate loans (excluding loans held for sale) and shall include the estimated cost of carrying and disposing of non-performing loans and OREO Property including any specific reserve required for the ownership or sale of such OREO Property; (lk) pay or accrue all costs, expenses and other charges to be incurred by Xxxxx or any Subsidiary thereof in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (ml) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)GAAP.

Required Acts. Between the date of this Agreement and the Closing, HBI Cache will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Cache or any of its Subsidiaries may in good faith reasonably dispute; (d) use commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB EQBK of any Tax proceeding or claim pending or threatened against or with respect to HBI Cache or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide not less than 1.40% of aggregate loans (excluding loans held for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirementssale); (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take all actions necessary to cause Cache to maintain its election as an S corporation and maintain the qualified subchapter S subsidiary (as defined in Code § 1361(b)(3)(B)) for any Subsidiary.

Required Acts. Between the date of this Agreement and the Closing, HBI will, OSB and will cause each of its Subsidiaries including the Bank to, will unless otherwise permitted in writing by TCBFFIN: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use commercially all reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and employees and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI OSB or any of its Subsidiaries the Bank may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Lawslaws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties employees the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) account for all transactions and prepare all financial statements of the Bank in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (ji) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report Instructions and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (lj) pay or accrue all costs, expenses and other charges to be incurred by the Bank in connection with the Merger, including, but not limited to, including all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; (k) ensure that all balances related to Federal Home Loan Mortgage Corporation (“Xxxxxxx MAC”) servicing are in balance and in agreement with Xxxxxxx MAC prior to the Calculation Date; (l) use its commercially reasonable efforts to prevent any shareholder of OSB from taking any action that would result in the termination of OSB’s status as an “S corporation” within the meaning of Code §1361 or the termination of the Bank’s status as a “qualified Subchapter S subsidiary” within the meaning of Code §1361(b)(3)(B); and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between To the extent not inconsistent with the Bankruptcy Code and subject to any Order or direction of the Bankruptcy Court, and except as prohibited by Law, between the date of this Agreement and the Closing, HBI will, and Seller will cause each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCB: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) Operate only in the ordinary course of business and consistent with past practices and safe and sound prudent banking principlespractices; (b) except Except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill employees, and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform Perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Seller or any of its Subsidiaries Bank may in good faith reasonably dispute; (d) maintain Maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely Timely file, subject to extensions, all reports required to be filed with any Governmental Entity Authorities and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely Timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold Withhold from each payment made to each of its employees, independent contractors, creditors and other third parties employees the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) account Account for all transactions and prepare all financial statements Financial Statements and Call Reports in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (ji) promptly Promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report Instructions and the Uniform Retail Credit Classification and Account Management Policy; (j) Use commercially reasonable efforts to comply or maintain compliance with any and all regulatory commitment letters, memoranda of understanding, cease and desist orders, written agreements or other formal or information administrative actions to which Bank is subject; and (k) maintain the allowance for loan and lease losses account in an amount Pay (or establish adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (lreserves for) pay or accrue all costs, expenses and other charges to be incurred by Bank in connection with the MergerAcquisition, includingincluding all legal, but not limited toaccounting, all legal feesconsulting, accounting fees, consulting fees investment banking and brokerage fees, prior to before the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between From the date of this Agreement and to the ClosingClosing Date, HBI willexcept (i) as otherwise contemplated by this Agreement, and will cause each of its Subsidiaries including the Bank to(ii) as required by law or regulation, unless or (iii) otherwise permitted in writing by TCBthe Buyer, which permission shall not be unreasonably withheld, the Bank shall: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) Operate only in the ordinary course of business and consistent with past practices and safe and sound prudent banking principlespractices; (b) except Except as required by prudent business practices, use commercially all reasonable efforts to preserve its business organization intact and to retain its present directorscustomers and depositors; (c) Act in a manner intended to preserve its goodwill; (d) Perform all of its obligations under contracts, officersleases and documents relating to or affecting its assets, employeesProperties and business except such obligations as the Bank may in good faith reasonably dispute; (e) Except as required by prudent business practices, key personnel and customers, depositors and goodwill and to maintain all assets material offices, machinery, equipment, materials, supplies, inventories, vehicles and other Properties owned, leased or used by it (whether under its control or the control of others), others in good operating condition and repair, ordinary wear and tear excepted; (cf) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain Maintain in full force and effect all insurance policies now in effect or renewals thereof and and, except as required by prudent business practices that do not jeopardize insurance coverage, give all notices and present all claims under all insurance policies in due and timely fashion; (eg) timely file, subject to extensions, Timely file all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, conform to all applicable Lawslaws, rules, regulations, ordinances, codes, orders, licenses and permits, except those being contested in good faith by appropriate proceedings; (fh) timely file, subject to extensions, File all Tax Returns tax returns required to be filed by it for the tax year ended December 31, 2007, and timely pay pay, not later than when due by law, all Taxes taxes, assessments, governmental charges, duties, penalties, interest and fines that become are due and payable in connection with such tax returns, and timely file or properly request an extension for filing such other tax returns required to be filed by it and promptly pay such other taxes, assessments, governmental charges, duties, penalties, interest and fines that became due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (gi) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold Withhold from each payment made to each of its employees, independent contractors, creditors and other third parties employees the amount of all Taxes taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP)tax receiving officers; (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and Promptly taken all actions required under the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management PolicyDetermination Letter; (k) maintain Follow prudent policies, procedures and practices regarding the identification, monitoring, classification and treatment of all assets; and (l) Maintain the allowance for loan and lease losses account for the Bank in an amount deemed adequate by management of the Bank in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with of the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)Bank.

Required Acts. Between the date of this Agreement and the Closing, HBI TBT will, and will cause each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBFFIN: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI TBT or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAP; (g) promptly notify TCB FFIN of any Tax proceeding or claim pending or threatened against or with respect to HBI TBT or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, termination fees, retention bonuses, bonuses, accounting fees, consulting fees, investment banking or brokerage fees and brokerage fairness opinion fees, prior to the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and the Closing, HBI Xxxxxxx will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound prudent banking principles; (b) except as required by prudent business practices, use commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Xxxxxxx or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB EQBK of any Tax proceeding or claim pending or threatened against or with respect to HBI Eastman or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP its historical accounting practices, as adjusted in accordance with the Audit (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; provided, further, that such allowance for loan losses as determined in accordance with its historical accounting practices and RAP, shall equal the greater of (A) $3,130,598 or (B) the amount required to comply with GAAP standards; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP historical accounting practices, as adjusted in accordance with the Audit (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) obtain the minimum vote, and require no greater than the minimum vote, of the capital stock of Xxxxxxx required by any voting trusts, voting agreements, shareholders’ agreements or similar arrangements in order to approve the termination thereof.

Required Acts. Between the date of this Agreement and the Closing, HBI Prairie will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, including the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear exceptedexcepted and unavoidable casualty; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Prairie or any of its Subsidiaries may in good faith reasonably dispute; (d) except as required by prudent business practices, use all commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes material taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) except for the audit of Prairie’s financial statements for 2015 and, if necessary, 2016 as contemplated by Section 5.13(a) which will be prepared in accordance with GAAP, account for all transactions and prepare all financial statements in accordance with RAP (and on or prior to Closing, cause all Prairie Financial Statements to be modified to comply with GAAP (unless otherwise instructed by RAP applied on a consistent basis during the periods and at the dates involved, except as may be indicated in which instance account for such transaction in accordance with RAPthe notes thereto); (ji) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for loan and lease losses account in an amount reasonably estimated to be adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; provided, further, that such allowance for loan losses as determined in accordance with RAP, shall equal at least $2,075,000; (lk) except as otherwise provided in this Agreement, pay or accrue all costs, expenses and other charges to be incurred by Prairie or any Subsidiary thereof in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (ml) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and the Closing, HBI Community will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Community or any of its Subsidiaries may in good faith reasonably dispute; (d) use commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely pay all Taxes assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB EQBK of any Tax proceeding or claim pending or threatened against or with wish respect to HBI Community or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due; (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirementsrequirements and GAAP; (l) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and the Closing, HBI will, and will cause each of its Subsidiaries including the Bank to(and, with respect to Section 5.03(k), Docking) will unless otherwise permitted in writing by TCBEQBK: (a) operate (including, without limitation, including the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear exceptedexcepted and unavoidable casualty; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI Docking or any of its Subsidiaries the Bank may in good faith reasonably dispute; (d) except as required by prudent business practices, use all commercially reasonable efforts to maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Laws, except those being contested in good faith by appropriate proceedingsProceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes Taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPProceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP)GAAP; (ji) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for loan and lease losses account in accordance with GAAP and in an amount reasonably estimated to be adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements, and not reduce the amount of the Bank’s allowance for loan losses; provided, further, that such allowance for loan losses account shall be an amount not less than the greater of (i) $790,807, and (ii) 1.03% of aggregate loans (excluding loans held for sale) and shall include the estimated cost of carrying and disposing of non-performing loans and OREO Property including any specific reserve required for the ownership or sale of such OREO Property; (k) use its commercially reasonable efforts to prevent any shareholder of Docking from taking any action that would result in the termination of Docking’s status as an “S corporation” within the meaning of Section 1361 of the Code or the termination of the Bank’s status as a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code; (l) pay or accrue all costs, expenses and other charges to be incurred by the Bank in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)GAAP.

Required Acts. Between the date of this Agreement and the Closing, HBI FBC will, and will cause each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBFFIN: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) only in the ordinary course of business and consistent with past practices and safe and sound banking principles; (b) except as required by prudent business practices, use all commercially reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors and goodwill and to maintain all assets owned, leased or used by it (whether under its control or the control of others), in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI FBC or any of its Subsidiaries the Bank may in good faith reasonably dispute; (d) maintain in full force and effect all insurance policies now in effect or renewals thereof and give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, to all applicable Lawslaws, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, all Tax Returns required to be filed by it and timely promptly pay all Taxes taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAPproceedings; (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold from each payment made to each of its employees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when dueTax receiving officers; (ih) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (ji) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report Instructions and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for loan and lease losses account for the Bank in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of the Bank and in compliance with GAAP and applicable regulatory requirements; provided further, that such allowance for loan losses, as determined in accordance with GAAP and RAP, shall not be less than $3,479,135; (lk) pay or accrue all costs, expenses and other charges to be incurred in connection with the Merger, including, but not limited to, all legal fees, accounting fees, consulting fees and brokerage fees, prior to the Closing Calculation Date; and (ml) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).

Required Acts. Between the date of this Agreement and Prior to the Closing, HBI will, and will cause each of its Subsidiaries including the Bank toSeller shall, unless otherwise permitted in writing by TCBthe Purchaser: (a) operate (including, without limitation, the making of, or agreeing to make, any loans or other extensions of credit) A. Operate only in the ordinary course of business and consistent with past practices and safe and sound banking principlesbusiness; (b) except B. Except as required by prudent business practices, use commercially all reasonable efforts to preserve its business organization intact and to retain its present directors, officers, employees, key personnel and customers, depositors suppliers, managers, governors, employees and goodwill agents; C. Perform all of its obligations under contracts, leases and documents relating to or affecting its assets, properties and business except such obligations as the Seller may in good faith reasonably dispute; D. Except as required by prudent business practices, maintain all assets material offices, machinery, equipment, materials, supplies, inventories, vehicles and other properties owned, leased or used by it (whether under its control or the control of others), others in good operating condition and repair, ordinary wear and tear excepted; (c) perform all of its obligations under any material contracts, leases and documents relating to or affecting its assets, properties and business, except such obligations as HBI or any of its Subsidiaries may in good faith reasonably dispute; (d) maintain E. Maintain in full force and effect all insurance policies now in effect or renewals thereof and and, except as required by prudent business practices that do not jeopardize insurance coverage, give all notices and present all claims under all insurance policies in due and timely fashion; (e) timely file, subject to extensions, F. Timely file all reports required to be filed with any Governmental Entity governmental authorities and observe and conform, in all material respects, conform to all applicable Lawslaws, rules, regulations, ordinances, codes, orders, licenses and permits, except those being contested in good faith by appropriate proceedings; (f) timely file, subject to extensions, G. Timely file or properly request an extension for filing all Tax Returns tax returns required to be filed by it and timely promptly pay all Taxes taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings and properly accrued in accordance with GAAP;proceedings; and (g) promptly notify TCB of any Tax proceeding or claim pending or threatened against or with respect to HBI or any of its Subsidiaries; (h) withhold H. Withhold from each payment made to each of its employees, independent contractors, creditors and other third parties employees the amount of all Taxes taxes required to be withheld therefrom and pay the same to the proper Governmental Entity when due;tax receiving officers. (i) account for all transactions and prepare all financial statements in accordance with GAAP (unless otherwise instructed by RAP in which instance account for such transaction in accordance with RAP); (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with GAAP, RAP and the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for loan and lease losses account in an amount adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans and in compliance with GAAP and applicable regulatory requirements; (l) pay I. Pay or accrue for payment of all reasonable costs, expenses and other charges to be incurred in connection by Seller or any Member associated with the Merger, including, but not limited to, all transactions contemplated herein (including legal fees, accounting fees, consulting fees and brokerage other professional fees, prior to the Closing Date; and (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with its GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP).