Common use of Operations of the Business Clause in Contracts

Operations of the Business. (a) Between December 31, 2008 and the date hereof, other than those actions taken in connection with the sale process conducted by Seller with respect to the Branch Business, which are listed on Section 2.18 of the Seller Disclosure Letter, Seller has conducted the Branch Business only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, since December 31, 2008, Seller has not, in respect of the Branch Offices: (i) Changed its interest rate or fee pricing policies with respect to Deposits or Loans other than in the ordinary course of business consistent with past practice; (ii) Increased the salary, remuneration, or compensation or benefits of Employees, other than normal increases in accordance with Seller’s customary annual review and performance based remuneration policies as in existence on the date hereof, or paid or committed to pay any bonus to any such Employee; (iii) Terminated any Employee, except in the ordinary course of business consistent with past practice; (iv) Hired or promoted any Employee except in the ordinary course of business consistent with past practice or transferred or reassigned any Employee other than to or from another Branch Office, in the ordinary course of business consistent with past practice; (v) Amended, terminated, waived, assigned or modified the terms of any Loan or Deposit except in the ordinary course of business consistent with past practice; (vi) Amended, waived or modified Seller’s standard loan and deposit underwriting, credit servicing and operating policies and procedures; (vii) Sold, assigned or transferred any Branch Deposits to any other Person; (viii) Released, compromised or waived any material claim or right for the benefit of Seller that constitutes an Asset except in the ordinary course of business consistent with past practice; (ix) Sold, transferred, conveyed, or otherwise disposed of any Asset; (x) Placed or suffered an Encumbrance (other than a Permitted Encumbrance) upon any Asset; or (xi) Closed, sold, consolidated, or relocated any Branch Office.

Operations of the Business. (a) Between December 31June 30, 2008 2009 and the date hereof, other than those actions taken in connection with the sale process conducted by Seller with respect to the Branch Business, which are listed on Section 2.18 2.18(a) of the Seller Disclosure Letter, Seller has conducted the Branch Business only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Section 2.18(a) of the Seller Disclosure Letter, since December 31June 30, 2008, 2009 Seller has not, in respect of the Branch Offices: (i) Changed its interest rate or fee pricing policies with respect to Branch Deposits or Loans other than in the ordinary course of business consistent with past practice; (ii) Increased the salary, remuneration, or compensation or benefits of Employees, other than normal increases in accordance with Seller’s customary annual review and performance based remuneration policies as in existence on the date hereof, or paid or committed to pay any bonus to any such Employee; (iii) Terminated any Employee, except in the ordinary course of business consistent with past practice; (iv) Hired or promoted any Employee except in the ordinary course of business consistent with past practice practice, or transferred or reassigned any Employee other than to or from another Branch Office, except in the ordinary course of business consistent with past practice; (v) Amended, terminated, waived, assigned or modified the terms of any Loan or Deposit except in the ordinary course of business consistent with past practice; (vi) Amended, waived or modified Seller’s standard loan and deposit underwriting, credit servicing and operating policies and procedures; (vii) Sold, assigned or transferred any Branch Deposits to any other PersonPerson or branch, other than in the ordinary course consistent with past practice at the request of a customer; (viii) Released, compromised or waived any material claim or right for the benefit of Seller that constitutes would otherwise constitute an Asset except in the ordinary course of business consistent with past practiceAsset; (ix) Sold, transferred, conveyed, or otherwise disposed of any Asset; (x) Placed or suffered an Encumbrance (other than a Permitted Encumbrance) upon any Asset; or; (xi) Closed, sold, consolidated, or relocated any Branch Office; (xii) Made any material change in any information technology system utilized by the Branch Offices; (xiii) Made any change to the accounting principles and practices used by Seller and Parent with respect to the Assets, Assumed Liabilities and the Branch Business; or (xiv) Agreed to any of the foregoing.