Common use of Required Acts Clause in Contracts

Required Acts. Between the date of this Agreement and the Closing, Keystone will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBX: (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 Keystone 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 that are required to be paid by it; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect to Keystone or any of its Subsidiaries; (h) collect or withhold all Taxes required to be collected or withheld by it and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit 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 RAP; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone HBI will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXTCB: (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 Keystone HBI 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings and properly accrued in accordance with GAAP; (g) promptly notify TCBX TCB of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone HBI or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 credit 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 RAPGAAP 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 Calculation 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); and (n) take the actions set forth on Confidential Schedule 5.04(n).

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, Keystone will, and Seller will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBX: (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 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 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 Keystone Seller or any of its Subsidiaries Bank may in good faith reasonably dispute; (d) use commercially reasonable efforts to 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect Withhold from each payment made to Keystone or any each of its Subsidiariesemployees the amount of all Taxes required to be withheld therefrom and pay the same to the proper Tax receiving officers; (h) collect or withhold all Taxes required to be collected or withheld by it and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (i) 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 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 credit losses account in accordance with GAAP and in an amount reasonably estimated to be 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 RAP; (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 Calculation Closing Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

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, Keystone will, and SELLER will cause of each of its Subsidiaries including the Bank FNB to, unless otherwise permitted in writing by TCBX: (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 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 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 Keystone SELLER or any of its Subsidiaries FNB may in good faith reasonably dispute; (d) use commercially reasonable efforts to 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect Withhold from each payment made to Keystone or any each of its Subsidiariesemployees the amount of all Taxes required to be withheld therefrom and pay the same to the proper Tax receiving officers; (h) collect or withhold all Taxes required to be collected or withheld by it and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (i) 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 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 credit losses account in accordance with GAAP and in an amount reasonably estimated to be 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 RAP; (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 Calculation Closing Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone CBI will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXFFIN: (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 Keystone CBI 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX FFIN of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone CBI or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 credit 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 RAPapplicable 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 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 the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone Community will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX EQBK of any Tax Proceeding proceeding or claim pending or threatened against or with wish respect to Keystone Community or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan 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 RAPapplicable regulatory requirements 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 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone the Company will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXParent: (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 Keystone 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (ge) promptly notify TCBX Parent of any Tax Proceeding proceeding or claim pending or or, to the Knowledge of the Company, threatened against or with respect to Keystone the Company or any of its Subsidiaries; (hf) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report Company’s existing policy and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit 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 RAP; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)procedures.

Required Acts. Between the date of this Agreement and the Closing, Keystone TBT will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXFFIN: (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 Keystone TBT 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings and properly accrued in accordance with GAAP; (g) promptly notify TCBX FFIN of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone TBT or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 credit 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 RAPGAAP 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 Calculation 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); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone NBC will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone NBC 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, file all Tax Returns required to be filed by it and timely pay all Taxes that are required to be paid by it; (gi) promptly notify TCBX EQBK of the commencement and progress of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone NBC or any of its Subsidiaries, and (ii) not settle, resolve or compromise any such proceeding or claim without EQBK’s prior written consent; (h) collect or withhold all Taxes required to be collected or withheld by it and timely pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan 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 RAPnot less than $7,358,000; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with 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 NBC to maintain its election as an S corporation and maintain the actions set forth qualified subchapter S subsidiary (as defined in Code § 1361(b)(3)(B)) for any Subsidiary; and (o) sell, transfer or otherwise dispose of the assets identified on NBC Confidential Schedule 5.04(n).5.04

Required Acts. Between the date of this Agreement and the Closing, Keystone willthe Company shall, and will shall cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXParent: (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)perform, in good operating condition and repairall material respects, 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 Keystone 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 that become due and payable, except those being contested in good faith by appropriate proceedings for which adequate reserves are required to be paid by itbeing maintained in accordance with GAAP; (ge) promptly notify TCBX Parent of any Tax Proceeding proceeding or claim pending or or, to the Knowledge of the Company, threatened against or with respect to Keystone the Company or any of its Subsidiaries; (hf) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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); (jh) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with the instructions to the Call Report Company’s and the Uniform Retail Credit Classification Bank’s existing policy and Account Management Policyprocedures; (ki) on or prior to the Calculation Date, achieve and maintain the allowance ACL account for credit losses account in accordance with GAAP and the Bank in an amount reasonably estimated equal to be adequate in all material respects to provide for all losses, net at least 1.04% of recoveries relating to loans previously charged off, on all outstanding the Bank’s total loans and in compliance with RAP;applicable regulatory requirements and GAAP; and (lj) 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, Transaction Costs prior to the Calculation Closing Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone FBC will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXFFIN: (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 Keystone FBC or any of its Subsidiaries the Bank 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 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect withhold from each payment made to Keystone or any each of its Subsidiaries; (h) collect or withhold employees, independent contractors, creditors and other third parties the amount of all Taxes required to be collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirementsTax 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 the instructions to the Call Report Instructions and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for credit loan losses account in accordance with GAAP and for the Bank 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 of the Bank and in compliance with 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 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone the Company will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXParent: (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 Keystone 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (ge) promptly notify TCBX Parent of any Tax Proceeding proceeding or claim pending or or, to the knowledge of the Company, threatened against or with respect to Keystone the Company or any of its Subsidiaries; (hf) collect or 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 collected or withheld by it therefrom, and pay the same in full to the proper Governmental Entity when due, and comply in the ordinary course consistent with all related information reporting and recordkeeping requirementspast 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 the instructions to the Call Report Company’s existing policy and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit 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 RAP; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)procedures.

Required Acts. Between the date of this Agreement and the Closing, Keystone Cache will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX EQBK of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone Cache or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan losses account in accordance with GAAP and in an amount reasonably estimated to be 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 RAPsale); (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with 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 actions set forth on Confidential Schedule 5.04(nqualified 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, Keystone KBC will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 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 Keystone 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate Proceedings; (g) promptly notify TCBX EQBK of any Tax Proceeding or claim pending or threatened against or with respect to Keystone KBC or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan 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 RAPapplicable 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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP)GAAP; and (n) take obtain the actions set forth on Confidential Schedule 5.04(n)minimum vote, and require no greater than the minimum vote, of the capital stock of KBC 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, Keystone ▇▇▇▇▇ will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone ▇▇▇▇▇ 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate Proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect withhold from each payment made to Keystone or any each of its Subsidiaries; (h) collect or withhold employees, independent contractors, creditors and other third parties the amount of all Taxes required to be collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirementsTax 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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for credit loan 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 RAPapplicable 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 ▇▇▇▇▇ 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 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)GAAP.

Required Acts. Between the date of this Agreement and Prior to the Closing, Keystone will, and will cause of each of its Subsidiaries including the Bank toSeller shall, unless otherwise permitted in writing by TCBXthe 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 all commercially 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 Keystone or any of its Subsidiaries may in good faith reasonably dispute; (d) use commercially reasonable efforts to 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 are become due and payable, except those being contested in good faith by appropriate proceedings; and H. Withhold from each payment made to each of its employees the amount of all taxes required to be paid by it; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect to Keystone or any of its Subsidiaries; (h) collect or withhold all Taxes required to be collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements;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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit 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 RAP; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone Frontier will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone Frontier 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, file all Tax Returns required to be filed by it and timely pay all Taxes that are required to be paid by it; (gi) promptly notify TCBX EQBK of the commencement and progress of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone Frontier or any of its Subsidiaries, and (ii) not settle, resolve or compromise any such proceeding or claim without EQBK’s prior written consent; (h) collect or withhold all Taxes required to be collected or withheld by it and it, timely pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan 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 RAPapplicable 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 1.12% of the total loans outstanding; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with 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 Frontier to maintain its election as an S corporation and maintain the actions set forth on Confidential Schedule 5.04(nqualified 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, Keystone will, OSB and will cause of each of its Subsidiaries including the Bank to, will unless otherwise permitted in writing by TCBXFFIN: (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 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 Keystone OSB or any of its Subsidiaries the Bank 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 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect withhold from each payment made to Keystone or any each of its Subsidiaries; (h) collect or withhold employees the amount of all Taxes required to be collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirementsTax 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 the instructions to the Call Report Instructions and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit 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 RAP; (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 Calculation Date; (k) ensure that all balances related to Federal Home Loan Mortgage Corporation (“▇▇▇▇▇▇▇ MAC”) servicing are in balance and in agreement with ▇▇▇▇▇▇▇ 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).

Required Acts. Between the date of this Agreement and the Closing, Keystone will, and will cause of each of its Subsidiaries including the Bank to(and, with respect to Section 5.03(k), Docking) will unless otherwise permitted in writing by TCBXEQBK: (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 Keystone 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate Proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect withhold from each payment made to Keystone or any each of its Subsidiaries; (h) collect or withhold employees, independent contractors, creditors and other third parties the amount of all Taxes required to be collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirementsTax 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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for credit loan 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 RAPapplicable 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 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)GAAP.

Required Acts. Between the date of this Agreement and the Closing, Keystone RBI will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone 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 and for which adequate reserves are required to be paid by it; (g) promptly notify TCBX accrued in accordance with GAAP on the financial statements of any Tax Proceeding or claim pending or threatened against or with respect to Keystone or any of its Subsidiaries; (h) RBI, and collect or withhold and timely and properly remit all Taxes required to be collected or withheld and remitted by it and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirementsit; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (ki) maintain the allowance for credit loan 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 RAPapplicable 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 Calculation Date; (mk) 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 (l) 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)GAAP.

Required Acts. Between the date of this Agreement and the Closing, Keystone KBI will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone KBI 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings and properly accrued in accordance with GAAP; (g) promptly notify TCBX EQBK of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone KBI or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan 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 RAPapplicable 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 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)GAAP.

Required Acts. Between From the date of this Agreement and to the ClosingClosing Date, Keystone willexcept (i) as otherwise contemplated by this Agreement, and will cause of each of its Subsidiaries including the Bank to(ii) as required by law or regulation, unless or (iii) otherwise permitted in writing by TCBXthe 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 all commercially 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 Keystone or any of its Subsidiaries may in good faith reasonably dispute; (d) use commercially reasonable efforts to 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 fileFile all tax returns required to be filed by it for the tax year ended December 31, subject to extensions2007, and pay, not later than when due by law, all Tax Returns taxes, assessments, governmental charges, duties, penalties, interest and fines that 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 timely promptly pay all Taxes such other taxes, assessments, governmental charges, duties, penalties, interest and fines that are required to be paid became due and payable, except those being contested in good faith by it; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect to Keystone or any of its Subsidiaries; (h) collect or withhold all Taxes required to be collected or withheld by it and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirementsappropriate proceedings; (i) account for Withhold from each payment made to each of its employees the amount of all transactions taxes required to be withheld therefrom 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)pay the same to the proper tax receiving officers; (j) promptly classify and charge off loans and make appropriate adjustments to loss reserves in accordance with 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 credit loan losses account in accordance with GAAP and for the Bank in an amount reasonably estimated to be 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 RAP; (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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n)Bank.

Required Acts. Between the date of this Agreement and the Closing, Keystone ▇▇▇▇▇▇▇ will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 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 Keystone ▇▇▇▇▇▇▇ 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 that are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX EQBK of any Tax Proceeding proceeding or claim pending or threatened against or with respect to Keystone Eastman or any of its Subsidiaries; (h) collect or 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 collected or withheld by it therefrom and pay the same in full to the proper Governmental Entity when due, and comply with all related information reporting and recordkeeping requirements; (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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (k) maintain the allowance for credit loan 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 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 Calculation Date; (m) ensure that all accruals for Taxes are accounted for in the ordinary course of business, consistent with past practices and in accordance with GAAP its 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) take obtain the actions set forth on Confidential Schedule 5.04(n)minimum vote, and require no greater than the minimum vote, of the capital stock of ▇▇▇▇▇▇▇ 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, Keystone Prairie will, and will cause of each of its Subsidiaries including the Bank to, unless otherwise permitted in writing by TCBXEQBK: (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 Keystone 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 are required to be paid become due and payable, except those being contested in good faith by itappropriate proceedings; (g) promptly notify TCBX of any Tax Proceeding or claim pending or threatened against or with respect withhold from each payment made to Keystone or any each of its Subsidiariesemployees, independent contractors, creditors and other third parties the amount of all Taxes required to be withheld therefrom and pay the same to the proper Tax receiving officers; (h) collect or withhold all Taxes required to 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 collected or withheld by it and pay the same prepared in full to the proper Governmental Entity when dueaccordance with GAAP, and comply with all related information reporting and recordkeeping requirements; (i) 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 the instructions to the Call Report and the Uniform Retail Credit Classification and Account Management Policy; (kj) maintain the allowance for credit loan 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 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 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 GAAP (unless otherwise instructed by RAP in which case such accrual will be accounted for in accordance with RAP); and (n) take the actions set forth on Confidential Schedule 5.04(n).