Common use of Carry on in Regular Course Clause in Contracts

Carry on in Regular Course. Each of BIF and the BIF Subsidiaries shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDB. BIF shall, and shall also cause each of the BIF Subsidiaries to, unless otherwise consented to in writing in advance by FDB: (a) Enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF will apprise FDB of all new credits or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (b) Maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (c) Use all reasonable efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it; (d) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of the date of FDB's receipt of such written request.

Carry on in Regular Course. Each of BIF (a) Except as provided in this Agreement, between the date hereof and the BIF Subsidiaries Closing Date each Company shall, unless Buyer shall otherwise consent, which consent shall not be unreasonably withheld: (i) carry on its respective business diligently in the ordinary course and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDB. BIF shallheretofore carried on, and shall also cause each of the BIF Subsidiaries to, unless otherwise consented to in writing in advance by FDB: (a) Enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF will apprise FDB of all new credits or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (b) Maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (c) Use all reasonable efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it; (d) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable)collecting all receivables and paying all payables in accordance with its past practices; (kii) Make no material change in any lease of real propertyuse its best efforts to preserve its respective properties, business, and relationships with its respective clients and customers; (liii) File not (A) change its premium rate structure in a timely manner all required filings any material respect, its insurance underwriting policies or its insurance products; (B) change its methods or practices with all proper regulatory authorities and cause such filings respect to be true and correct in all material respectsestablishing or maintaining Reserves from historical practices; or (C) alter its reinsurance policies or modify or amend any of its reinsurance agreements; (miv) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or lessappoint any new agents; (nv) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by itnot make any rate filings; (ovi) Enter not create any new Subsidiaries; (vii) not hire or appoint any new officers or directors; (viii) not enter into no lease any new employment agreements or amend any existing employment agreements, and not cause any persons to become employed by or engaged as consultants to PNIC; (ix) not allow any of assets having annual rental payments the insurance coverages referred to in Section 5.24 to lapse or otherwise cease to be in effect, except to the extent such insurance relates solely to the Wycon Excluded Assets, the Americlaim Excluded Assets, or the Unamark Excluded Assets; (x) not dispose of any material asset; and (xi) not make, declare or pay any dividend or distribution on any shares of capital stock of any of the Companies except that (A) if the GAAP Book Value of PNIC is greater than $40,000,000 as at any date prior to the Closing, PNFC may cause PNIC to distribute by way of dividend such amount in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; 40,000,000; and (pB) Except Wycon and Unamark shall be able to make S-Corporation distributions to their stockholders of earnings for the TIA Agreementperiod ended December 31, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy 1997 and for the period ended as at the Closing Date in the ordinary course accordance with each of businesstheir past practices. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of Between the date of FDB's receipt this Agreement and the Closing Date, each Seller will advise Buyer promptly in writing of such written requestany material adverse change, or any event or circumstance that is reasonably likely to result in a material adverse change, in the properties, business, results of operations, condition (financial or otherwise) or affairs of any Company. (b) Between the date of this Agreement and the Closing date Front Royal and the Material Front Royal Subsidiaries will continue to conduct their business substantially as presently conducted and will advise the Sellers promptly in writing of any material adverse change, or in any event or circumstance that is reasonably likely to result in a material adverse change, in the properties, business, results of operations, or financial condition of Front Royal or on Front Royal and its Subsidiaries, taken as a whole.

Carry on in Regular Course. Each of BIF MNB and the BIF Subsidiaries each MNB Subsidiary --------------------------- shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBLBI, which consent shall not be unreasonably withheld or delayed. BIF MNB shall, and shall also cause each of the BIF Subsidiaries MNB Subsidiary to, unless otherwise consented to in writing in advance by FDBLBI: (a) Enter conduct its business only in the Ordinary Course of Business; (b) use its Best Efforts to preserve intact its current business organization, keep available the services of its current officers, employees and agents, and maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer and consult with LBI concerning operational matters of a material nature, any sales of investment securities or loans that were not originated with the intent to sell, and any changes or revisions to the asset-liability management of SNB; (d) enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF MNB will apprise FDB of consult and discuss with LBI all new credits or new lending relationships relationships, or extensions or renewals of any existing credit relationships, approved in excess of $1.0 million 1,000,000 to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (be) Maintain consistent with past practice, maintain a reserve for probable loan and lease losses that is adequate in all material respects to provide for probable losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable); (f) maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (cg) Use file in a timely manner all reasonable efforts required filings with all Regulatory Authorities and cause such filings to preserve its present business organization intact, keep available the services of its present officers be true and employees and preserve its present relationships with Persons having business dealings with it;correct in all material respects; and (dh) Maintain maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of businessLegal Requirements. With respect to any written request by BIF MNB for FDBLBI's consent to any non-permitted action of BIF MNB or any BIF MNB Subsidiary described in this Section, BIF MNB shall be entitled to conclusively presume FDB LBI has consented to any such action unless BIF MNB shall have received FDBLBI's written objection to such action within five three (53) Business Days of the date of FDBLBI's receipt of such written request.

Carry on in Regular Course. Each of BIF LBI and the BIF Subsidiaries each LBI Subsidiary --------------------------- shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBMNB, which consent shall not be unreasonably withheld or delayed. BIF LBI shall, and shall also cause each of the BIF Subsidiaries LBI Subsidiary to, unless otherwise consented to in writing in advance by FDBMNB: (a) Enter conduct its business only in the Ordinary Course of Business; (b) use its Best Efforts to preserve intact its current business organization, keep available the services of its current officers, employees and agents, and maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer and consult with MNB concerning operational matters of a material nature, any sales of investment securities or loans that were not originated with the intent to sell, and any changes or revisions to the asset-liability management of LFSB; (d) enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF LBI will apprise FDB of consult and discuss with MNB all new credits or new lending relationships relationships, or extensions or renewals of any existing credit relationships, approved in excess of $1.0 million 1,000,000 to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (be) Maintain consistent with past practice, maintain a reserve for probable loan and lease losses that is adequate in all material respects to provide for probable losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable); (f) maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (cg) Use file in a timely manner all reasonable efforts required filings with all Regulatory Authorities and cause such filings to preserve its present business organization intact, keep available the services of its present officers be true and employees and preserve its present relationships with Persons having business dealings with it;correct in all material respects; and (dh) Maintain maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of businessLegal Requirements. With respect to any written request by BIF LBI for FDBMNB's consent to any non-permitted action of BIF LBI or any BIF LBI Subsidiary described in this Section, BIF LBI shall be entitled to conclusively presume FDB MNB has consented to any such action unless BIF LBI shall have received FDBMNB's written objection to such action within five three (53) Business Days of the date of FDBMNB's receipt of such written request.

Carry on in Regular Course. Each of BIF First Kansas and the BIF Subsidiaries each First Kansas Subsidiary shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBAcquiror. BIF First Kansas shall, and shall also cause each of the BIF Subsidiaries First Kansas Subsidiary to, unless otherwise consented to in writing in advance by FDBAcquiror: (a) Enter conduct its business only in the Ordinary Course of Business; (b) use its Best Efforts to preserve intact its current business organization, keep available the services of its current officers, employees and agents, and maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer and consult with Acquiror concerning operational matters of a material nature, any sales of investment securities or loans that were not originated with the intent to sell, and any changes or revisions to the asset-liability management of Bank; (d) enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF First Kansas will apprise FDB of consult and discuss with Acquiror all new credits or new lending relationships relationships, or extensions or renewals of any existing credit relationships, approved in excess of $1.0 million 500,000 to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (be) Maintain consistent with past practice, maintain a reserve for probable loan and lease losses that is adequate in all material respects to provide for probable losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable); (f) maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (cg) Use file in a timely manner all reasonable efforts required filings with all Regulatory Authorities and cause such filings to preserve its present business organization intact, keep available the services of its present officers be true and employees and preserve its present relationships with Persons having business dealings with itcorrect in all material respects; (dh) Maintain maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000;Legal Requirements; and (i) Except as otherwise permitted pay employees and directors salaries, bonuses, fees or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make other compensation in amounts no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses greater than that which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy was payable in the ordinary course prior to the Effective Time and provided that any bonus payable shall be in an amount no greater than that which was paid to the employee in 2002 and if the employee was not employed in 2002, an amount no greater than the amount received by a similarly situated comparable employee, provided, however, that no employee shall receive a bonus prior to the Effective Time if the employee is covered by a written employment or severance agreement set forth in Schedule 4.18 of businessthe First Kansas Book of Schedules. With respect to any written request by BIF First Kansas for FDB's Acquiror’s consent to any non-permitted action of BIF First Kansas or any BIF First Kansas Subsidiary described in this Section, BIF First Kansas shall be entitled to conclusively presume FDB Acquiror has consented to any such action unless BIF First Kansas shall have received FDB's Acquiror’s written objection to such action within five three (53) Business Days of the date of FDB's Acquiror’s receipt of such written request.

Carry on in Regular Course. Each (a) Except as expressly permitted by this Agreement, from and after the date of BIF this Agreement until the Closing or earlier termination of this Agreement pursuant to Section 11, the Seller will, and the BIF Subsidiaries shall it will cause Continental and Mattituck to carry on its business diligently and substantially the operations of the Business in the same manner as is presently being heretofore conducted in all material respects. Without limiting the generality of the foregoing, the Seller will: (i) cause the Companies and the Business to use their respective commercially reasonable efforts to (A) preserve intact the present business organization of such Companies and its Business, (B) keep available (subject to dismissals and retirements in the ordinary course of business) the services of the present, employees and consultants of such Company and its Business, (C) maintain the Assets and Properties of such Company and its Business in good working order and condition, ordinary wear and tear excepted, (D) maintain the goodwill of customers, suppliers, lenders and other Persons to whom such Company and its Business sells goods or provides services or with whom such Company and its Business otherwise has significant business relationships and (E) continue, in all material respects, all current sales, marketing and promotional activities relating to the business and operations of such Company and its Business; (ii) except to the extent required by applicable Law, (A) cause the books and records of the Companies and the Business to be maintained in the usual, regular and ordinary manner, (B) not permit any material change in (x) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy or election of the Companies and the Business, or (y) any method of calculating any bad debt, contingency or other reserve of the Companies and the Business for accounting, financial reporting or Tax purposes and (C) not permit any change in the fiscal year of the Companies and the Business; and (iii) comply, and cause the Companies and the Business to comply, in all material respects, with all Laws and Orders applicable to the Business and the operations of the Companies, and promptly following receipt thereof to give Purchaser copies of any written notice received from any Governmental Entity or other Person alleging in writing any violation of any such Law or Order. (b) Except as expressly permitted by this Agreement or on Schedule 6.3(b), from and after the date of this Agreement until the Closing or earlier termination of this Agreement pursuant to Section 11, the Seller will not, and will cause Continental and Mattituck not to, without the prior consent of Purchaser (which shall not be unreasonably withheld or delayed): (i) make or institute any unusual or material change in its the methods of doing business without the prior written consent of FDB. BIF shallmanufacture, and shall also cause each management, accounting or operation of the BIF Subsidiaries toBusiness; (ii) amend the Companies’ certificates or articles of incorporation or by-laws (or other comparable corporate charter documents) in any material respect or take any action with respect to any such amendment or any recapitalization, unless reorganization, liquidation or dissolution of any such corporation; (iii) authorize, issue, sell or otherwise consented dispose of any shares of capital stock of or any option with respect to the Companies, or modify or amend any right of any holder of outstanding shares of capital stock of or option with respect to the Companies; (iv) other than in writing the ordinary course of business and as set forth in advance by FDB:Section 6.8, acquire or dispose of, otherwise transfer or assign, or incur any Lien (other than a Permitted Lien) on, any Assets or Properties of the Companies that are individually or in the aggregate material to the Business; (v) materially amend, modify, terminate or grant any material waiver under any Contract or Permit material to the Business, other than terminations of Contracts or Permits in accordance with their terms, or enter into any Contract outside the ordinary course of business; (vi) in each case in connection with the Business, (a) Enter into loan transactions only make capital expenditures or commitments for additions to property, plant or equipment constituting capital assets in accordance with sound credit practices and only on terms and conditions which are not materially more favorable an aggregate amount exceeding $250,000 or (B) incur any Indebtedness (net of amounts of Indebtedness discharged during such period), other than those available to the borrower from competitive sources in transactions Intercompany Payables; (vii) other than in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF will apprise FDB of all new credits past practice or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (b) Maintain all of its assets necessary for the conduct of its business extent required by applicable Laws, in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and each case with respect to the conduct Business, adopt, enter into or become bound by any Employee Benefit Plan, employment-related Contract or collective bargaining agreement, or amend, modify or terminate (partially or completely) any such Employee Benefit Plan, employment-related Contract or collective bargaining agreement or increase the compensation, bonus or benefits payable to any of its business the Employees; (viii) transfer, assign and/or relocate from the Business, the employees of the Companies other than the employees of the Turbine Engine Cell Business as provided in amounts and kinds comparable Section 6.8; or (ix) enter into any Contract to that do or engage in effect on any of the date hereof and pay all premiums on such policies when due;activities described in Section 6.3(b)(i) through Section 6.3(b)(viii). (c) Use all reasonable efforts Notwithstanding Section 6.3(a) or Section 6.3(b), nothing herein shall prohibit or prevent any of Continental or Mattituck from: (i) repaying, collecting or otherwise extinguishing any Intercompany Receivables or Intercompany Payables pursuant to preserve its present business organization intactSection 6.4, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it; (dii) Maintain its booksdeclaring, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation withsetting aside, or sale paying any Cash dividend, (iii) making any distribution of a significant portion of its assets toCash, (iv) redeeming or purchasing, or otherwise acquiring, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstandingor other equity interests for Cash, grant or make no option, warrant, call, right, commitment or (v) repaying any other security or agreement of any character obligating it to issue any shares of its capital stock Indebtedness for Cash or (vi) transferring, assigning and/or relocating the assets and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) employees of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except Turbine Engine Cell Business as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change provided in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of the date of FDB's receipt of such written requestSection 6.8.

Carry on in Regular Course. Each Seller represents and agrees that, pending the Closing Date, unless the written consent of BIF and the BIF Subsidiaries Buyer or its authorized representative to a specific deviation shall carry be first obtained, Seller will use its best efforts to cause Bank to: (a) Carry on its business diligently and substantially in the same manner as is presently being heretofore conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDB. BIF shallmanagement, and shall also cause each of the BIF Subsidiaries toaccounting or operation, unless otherwise consented to in writing in advance by FDB: (a) Enter into loan transactions only except in accordance with sound credit practices the business plan included as a part of the application of Seller and only other applicants filed in 2006 with the Office of Thrift Supervision to become a federal savings bank holding company; (b) Promptly take all action in order to comply with the requirements imposed on terms the Bank by the Office of Thrift Supervision or other applicable regulator and conditions which are not materially more favorable agreed to by the Bank’s Board of Directors; (c) Not enter into any lease, contract or commitment for a term of longer than those available to the borrower from competitive sources three (3) years or engage in transactions any other transaction except in the usual and ordinary course of business and consistent with prudent banking practices past practices; except that Bank may enter into one or more contracts with Fiserv Solutions, Inc. or its affiliates for a period to exceed three (3) years; and policies and regulations Bank may enter into a lease with Brooke Investments, Inc. or its affiliate for occupancy of applicable regulatory authoritiesadministrative offices in Overland Park, and in that connection, BIF will apprise FDB of all new credits or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective TimeKansas; (bd) Maintain all Not sell or dispose of its any of the assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect appearing on the date hereof and pay all premiums on such policies when dueBank’s balance sheet at the Statement of Condition Date or thereafter acquired, or enter into any contract or commitment to do such, other than in the ordinary course of business; (ce) Not make any capital or other expenditure other than in the ordinary course of business; (f) Not amend its Federal Stock Savings Bank Charter or Bylaws or make any change in authorized or issued capital stock; (g) Keep in force and renew with substantially the same kind, type and amount of coverage all insurance policies presently in effect; (h) Use, operate, maintain and repair all tangible property in a careful and efficient manner; (i) Use all reasonable its best efforts (without making any commitments on behalf of Buyer) to preserve its present business organization organizations intact, to keep available the services of its present officers and employees and to preserve its present relationships with Persons its customers, consultants and others having business dealings relations with it; (dj) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and Duly comply in all material respects with all laws and regulations applicable to it and laws, local, state or Federal, pertaining to the conduct operation of its business; (ek) Subject Not do any act or omit to the provisions do any act which will cause or permit a breach by it of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, rightmaterial contract, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real propertyobligation; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter Not enter into no employment, consulting or similar an agreement or arrangement that is not terminablediscussions or solicit any entity, without penalty or premiumother than Buyer, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty an agreement or premium, on thirty (30) days' notice discussions regarding the sale of any capital stock or lessassets of the Bank; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of the date of FDB's receipt of such written request.

Carry on in Regular Course. Each of BIF First Kansas and the BIF Subsidiaries each First --------------------------- Kansas Subsidiary shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBAcquiror. BIF First Kansas shall, and shall also cause each of the BIF Subsidiaries First Kansas Subsidiary to, unless otherwise consented to in writing in advance by FDBAcquiror: (a) Enter conduct its business only in the Ordinary Course of Business; (b) use its Best Efforts to preserve intact its current business organization, keep available the services of its current officers, employees and agents, and maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer and consult with Acquiror concerning operational matters of a material nature, any sales of investment securities or loans that were not originated with the intent to sell, and any changes or revisions to the asset-liability management of Bank; (d) enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF First Kansas will apprise FDB of consult and discuss with Acquiror all new credits or new lending relationships relationships, or extensions or renewals of any existing credit relationships, approved in excess of $1.0 million 500,000 to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (be) Maintain consistent with past practice, maintain a reserve for probable loan and lease losses that is adequate in all material respects to provide for probable losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable); (f) maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (cg) Use file in a timely manner all reasonable efforts required filings with all Regulatory Authorities and cause such filings to preserve its present business organization intact, keep available the services of its present officers be true and employees and preserve its present relationships with Persons having business dealings with itcorrect in all material respects; (dh) Maintain maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000;Legal Requirements; and (i) Except as otherwise permitted pay employees and directors salaries, bonuses, fees or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make other compensation in amounts no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses greater than that which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy was payable in the ordinary course prior to the Effective Time and provided that any bonus payable shall be in an amount no greater than that which was paid to the employee in 2002 and if the employee was not employed in 2002, an amount no greater than the amount received by a similarly situated comparable employee, provided, however, that no employee shall receive a bonus prior to the Effective Time if the employee is covered by a written employment or severance agreement set forth in Schedule 4.18 of businessthe First Kansas Book of Schedules. With respect to any written request by BIF First Kansas for FDBAcquiror's consent to any non-permitted action of BIF First Kansas or any BIF First Kansas Subsidiary described in this Section, BIF First Kansas shall be entitled to conclusively presume FDB Acquiror has consented to any such action unless BIF First Kansas shall have received FDBAcquiror's written objection to such action within five three (53) Business Days of the date of FDBAcquiror's receipt of such written request.

Carry on in Regular Course. Each of BIF FDB and the BIF FDB Subsidiaries shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBBIF. BIF FDB shall, and shall also cause each of the BIF FDB Subsidiaries to, unless otherwise consented to in writing in advance by FDBBIF: (a) Enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF FDB will apprise FDB BIF of all new credits or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (b) Maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (c) Use all reasonable efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it; (d) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.97.9, make no amendment to its certificate of incorporation, articles of association, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF FDB Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not Not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF FDB Employee Benefit Plan, PROVIDED, HOWEVER, that in a manner reasonably acceptable to BIF, FDB shall take all steps necessary as soon as practicable after the date of this Agreement to freeze all benefits under any defined benefit plan sponsored by FDB; (j) Cause BKIeach of FNB and First Trust, consistent with BKI's their respective past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF FDB for FDBBIF's consent to any non-permitted action of BIF FDB or any BIF FDB Subsidiary described in this Section, BIF FDB shall be entitled to conclusively presume FDB BIF has consented to any such action unless BIF FDB shall have received FDBBIF's written objection to such action within five (5) Business Days of the date of FDBBIF's receipt of such written request.

Carry on in Regular Course. Each of BIF LBI and the BIF Subsidiaries each LBI Subsidiary shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBMNB, which consent shall not be unreasonably withheld or delayed. BIF LBI shall, and shall also cause each of the BIF Subsidiaries LBI Subsidiary to, unless otherwise consented to in writing in advance by FDB: MNB: (a) Enter conduct its business only in the Ordinary Course of Business; (b) use its Best Efforts to preserve intact its current business organization, keep available the services of its current officers, employees and agents, and maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer and consult with MNB concerning operational matters of a material nature, any sales of investment securities or loans that were not originated with the intent to sell, and any changes or revisions to the asset-liability management of LFSB; (d) enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF LBI will apprise FDB of consult and discuss with MNB all new credits or new lending relationships relationships, or extensions or renewals of any existing credit relationships, approved in excess of $1.0 million 1,000,000 to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; ; (be) Maintain consistent with past practice, maintain a reserve for probable loan and lease losses that is adequate in all material respects to provide for probable losses, net of recoveries relating to loans previously charged off, on loans outstanding (including accrued interest receivable); (f) maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; ; (cg) Use file in a timely manner all reasonable efforts required filings with all Regulatory Authorities and cause such filings to preserve its present business organization intact, keep available the services of its present officers be true and employees correct in all material respects; and preserve its present relationships with Persons having business dealings with it; (dh) Maintain maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of businessLegal Requirements. With respect to any written request by BIF LBI for FDBMNB's consent to any non-permitted action of BIF LBI or any BIF LBI Subsidiary described in this Section, BIF LBI shall be entitled to conclusively presume FDB MNB has consented to any such action unless BIF LBI shall have received FDBMNB's written objection to such action within five three (53) Business Days of the date of FDBMNB's receipt of such written request.

Carry on in Regular Course. Each of BIF FDB and the BIF FDB Subsidiaries shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBBIF. BIF FDB shall, and shall also cause each of the BIF FDB Subsidiaries to, unless otherwise consented to in writing in advance by FDBBIF: (a) Enter into loan transactions only in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the Page 41 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF FDB will apprise FDB BIF of all new credits or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time; (b) Maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (c) Use all reasonable efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it; (d) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (e) Subject to the provisions of Section 6.97.9, make no amendment to its certificate of incorporation, articles of association, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF FDB Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not Not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF FDB Employee Benefit Plan;, provided, however, that in a manner reasonably acceptable to BIF, FDB shall take all steps necessary as soon as practicable after the date of this Agreement to freeze all benefits under any defined benefit plan sponsored by FDB; Page 42 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (j) Cause BKIeach of FNB and First Trust, consistent with BKI's their respective past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real property; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; ; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of the date of FDB's receipt of such written request.

Carry on in Regular Course. Each Seller represents and agrees that pending the Closing Date, unless the written consent of BIF and the BIF Subsidiaries Buyer or its authorized representative to a specific deviation shall carry be first obtained, Seller will use its best efforts to cause Bank to: (a) Carry on its business diligently and substantially in the same manner as is presently being heretofore conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDB. BIF shallmanagement, and shall also cause each of the BIF Subsidiaries to, unless otherwise consented to in writing in advance by FDB:accounting or operation; (ab) Enter Promptly take all action in order to comply with the requirements imposed on the Bank by the Office of Thrift Supervision or other applicable regulator and agreed to by the Bank’s Board of Directors; (c) Not enter into loan transactions only any lease, contract or commitment for a term of longer than three (3) years or engage in accordance with sound credit practices and only on terms and conditions which are not materially more favorable than those available to the borrower from competitive sources in transactions any other transaction except in the usual and ordinary course of business and consistent with prudent banking practices past practices; provided, however, that Bank may enter into a new contract with ▇▇▇▇ ▇▇▇▇▇ Associates, Inc. for a period not to exceed five (5) years with prior consultation with Buyer and policies and regulations of applicable regulatory authorities, and in that connection, BIF will apprise FDB of all new credits or new lending relationships approved in excess of $1.0 million upon terms reasonably acceptable to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective TimeBuyer; (bd) Maintain all Not sell or dispose of its any of the assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect appearing on the date hereof and pay all premiums on such policies when dueBank’s balance sheet at the Statement of Condition Date or thereafter acquired, or enter into any contract or commitment to do such, other than in the ordinary course of business; (ce) Not make any capital or other expenditure other than in the ordinary course of business; (f) Not amend its Federal Stock Savings Bank Charter or Bylaws or make any change in authorized or issued capital stock; (g) Keep in force and renew with substantially the same kind, type and amount of coverage all insurance policies presently in effect; (h) Use, operate, maintain and repair all tangible property in a careful and efficient manner; (i) Use all reasonable its best efforts (without making any commitments on behalf of Buyer) to preserve its present business organization organizations intact, to keep available the services of its present officers and employees and to preserve its present relationships with Persons its customers, consultants and others having business dealings relations with it; (dj) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and Duly comply in all material respects with all laws and regulations applicable to it and laws, local, state or Federal, pertaining to the conduct operation of its business; (ek) Subject Not do any act or omit to the provisions do any act which will cause or permit a breach by it of Section 6.9, make no amendment to its certificate of incorporation, charter or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (f) Except as otherwise permitted or required by this Agreement, make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, rightmaterial contract, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (g) Except as otherwise permitted by this Agreement, make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (j) Cause BKI, consistent with BKI's past practices, to maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable); (k) Make no material change in any lease of real propertyobligation; (l) File in a timely manner all required filings with all proper regulatory authorities and cause such filings Not enter into an agreement or discussions or solicit any entity, other than Buyer, to be true and correct in all material respectsenter into an agreement or discussions regarding the sale of any capital stock or assets of the Bank; (m) Enter into no employment, consulting or similar agreement or arrangement that is Maintain Bank’s GAAP book equity at all times at an amount not terminable, without penalty or premium, on thirty (30) days' notice or less;less than $8,200,000; and (n) File with Deliver promptly to Buyer all month-end financial statements of condition and quarterly and year-end statements of condition following their review and approval by the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of the date of FDB's receipt of such written requestSeller’s Chief Financial Officer.

Carry on in Regular Course. Each of BIF and the BIF Subsidiaries The Bank shall carry on its business diligently and substantially in the same manner as is presently being conducted and shall not make or institute any unusual or material change in its methods of doing business without the prior written consent of FDBBuyer. BIF The Bank shall, and shall also cause each of the BIF Subsidiaries to, unless otherwise consented to in writing in advance by FDBBuyer: (a) Enter into Provide Buyer with prior notice of any loan, extension of credit or loan transactions only renewal in accordance with sound credit practices and only on terms and conditions which are not materially more favorable a principal amount greater than those available to the borrower from competitive sources in transactions in the ordinary course of business and consistent with prudent banking practices and policies and regulations of applicable regulatory authorities, and in that connection, BIF will apprise FDB of all new credits or new lending relationships approved in excess of $1.0 million to any Person or Persons and his, her or their Affiliates from the date hereof to the Effective Time200,000; (b) Take no deliberate action or deliberately omit to take any action with the effect of reducing the Bank's stockholders' equity below $4,875,000; (c) Maintain all of its assets necessary for the conduct of its business in good operating condition and repair, reasonable wear and tear and damage by fire or unavoidable casualty excepted, and maintain policies of insurance upon its assets and with respect to the conduct of its business in amounts and kinds comparable to that in effect on the date hereof and pay all premiums on such policies when due; (cd) Use all its reasonable best efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it, and in connection therewith, permit representatives of Buyer: (i) to participate in meetings or discussions with such officers and employees of the Bank in connection with employment opportunities with Buyer and the Bank after the Closing; and (ii) to contact Persons having dealings with the Bank for the purpose of informing such Persons of the progress of the Acquisition and the services to be offered by Buyer and the Bank after the Closing; (de) Maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years and comply in all material respects with all laws and regulations applicable to it and to the conduct of its business; (ef) Subject to the provisions of Section 6.9, make Make no amendment to its certificate articles of incorporation, charter incorporation or bylaws and enter into no merger or consolidation with, or sale of a significant portion of its assets to, any other Person; (fg) Except as otherwise permitted or required by this Agreement, make Make no change in the number of shares of its capital stock issued and outstanding, grant or make no option, warrant, call, right, commitment or any other security or agreement of any character obligating it to issue any shares of its capital stock and issue no other securities or evidences of indebtedness, so long as any such permitted actions are taken prior to the Closing Date; (gh) Except as otherwise permitted by this Agreement, make Make no increase in the compensation payable or to become payable by it to any employee except for normal periodic increases, and as may be required, or as is normal and customary based upon past practices over the last three (3) fiscal years, required under the terms of any existing BIF Employee Benefit Plan, so long as any such permitted actions are taken prior to the Closing Date; (h) Except as contemplated by Schedule 5.10(c)(i) of the FDB Book of Schedules, not make any investment of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (i) Make no increase in the compensation in excess of 3% to any employee; (j) Except as otherwise permitted or required by this Agreement and for modifications necessary to comply with any applicable law, rule or regulation, make no change in any BIF Employee Benefit Plan; (jk) Cause BKIHire no additional employees or appoint any additional directors; (l) Provide prior notice to Buyer before the Bank makes any purchase or sale of securities for the Bank's investment portfolio which individually or in the aggregate exceeds $250,000; (m) Provide prior notice to Buyer before the Bank accepts the deposit or renewal of the deposit of any public funds with a principal amount in excess of $80,000, consistent with BKI's past practices, to maintain except temporary deposits of the Town and Village of Cottage Grove tax deposits; (n) Maintain a reserve for possible loan and lease losses which is adequate in all material respects under the requirements of generally accepted accounting principles to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, including accrued interest receivable); (ko) Make no Not enter into any new material lease, contract or agreement (including any such lease, contract or agreement requiring annual payments in excess of $1,000 or such leases, contracts or agreements which in the aggregate have annual rental payments exceeding $5,000), nor make any material change in any lease such existing material lease, contract or agreement, including extending the current term of real property;any such lease, contract or agreement through action or inaction; and (lp) File in a timely manner all required filings with all proper regulatory authorities and cause such filings to be true and correct in all material respects; (m) Enter into no employment, consulting or similar agreement or arrangement that is not terminable, without penalty or premium, on thirty (30) days' notice or less; (n) File with the appropriate governmental agencies all federal, state and local income, franchise, excise, sales, use, real and personal property and other tax returns and reports required to be filed by it; (o) Enter into no lease of assets having annual rental payments in excess of $25,000 or such leases which in the aggregate have annual rental payments exceeding $100,000; (p) Except for the TIA Agreement, enter into no material contract that is not terminable, without penalty or premium, on thirty (30) days' notice or less; and (q) Purchase or sell any investment securities other than pursuant to its investment policy in the ordinary course of business. With respect to any written request by BIF for FDB's consent to any non-permitted action of BIF or any BIF Subsidiary described in this Section, BIF shall be entitled to conclusively presume FDB has consented to any such action unless BIF shall have received FDB's written objection to such action within five (5) Business Days of the date of FDB's receipt of such written request.