FILE AN APPLICATION FOR A
CERTIFICATE OF AUTHORITY TO ESTABLISH A NEW OFFICE; CHANGE THE STATUS OF ANY
OFFICE AS TO ITS SUPERVISORY JURISDICTION; OR FAIL TO MAINTAIN AND ENFORCE IN
ANY MATERIAL RESPECT ITS CODE OF ETHICS AND APPLICABLE COMPLIANCE PROCEDURES;
(F)
SELL OR OTHERWISE DISPOSE OF ANY MATERIAL ASSET, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS, CONSISTENT WITH PAST PRACTICE; SUBJECT ANY ASSET TO A LIEN,
PLEDGE, SECURITY INTEREST OR OTHER ENCUMBRANCE, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE; MODIFY IN ANY MATERIAL MANNER
THE MANNER IN WHICH IT HAS HERETOFORE CONDUCTED ITS BUSINESS OR ENTER INTO ANY
NEW LINE OF BUSINESS; INCUR ANY INDEBTEDNESS FOR BORROWED MONEY, EXCEPT IN THE
ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST PRACTICE;
(G)
TAKE ANY ACTION WHICH WOULD RESULT IN ANY OF THE CONDITIONS SET FORTH IN
ARTICLE VI HEREOF NOT BEING SATISFIED;
(H)
CHANGE ANY METHOD, PRACTICE OR PRINCIPLE OF ACCOUNTING, EXCEPT AS REQUIRED
BY CHANGES IN GAAP CONCURRED IN BY ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS;
OR CHANGE ANY ASSUMPTION UNDERLYING, OR ANY METHOD OF CALCULATION OF,
DEPRECIATION OF ANY TYPE OF ASSET OR ESTABLISHMENT OF ANY RESERVE;
60
(I)
WAIVE, RELEASE, GRANT OR TRANSFER ANY RIGHTS OF MATERIAL VALUE OR MODIFY OR
CHANGE IN ANY MATERIAL RESPECT ANY EXISTING MATERIAL AGREEMENT TO WHICH IT IS A
PARTY, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST
PRACTICE;
(J)
IMPLEMENT ANY PENSION, RETIREMENT, PROFIT-SHARING, BONUS, WELFARE BENEFIT
OR SIMILAR PLAN OR ARRANGEMENT THAT WAS NOT IN EFFECT ON THE DATE OF THIS
AGREEMENT, OR EXCEPT AS MAY OTHERWISE BE PROVIDED FOR HEREIN, AMEND ANY EXISTING
PLAN OR ARRANGEMENT EXCEPT AS REQUIRED BY LAW;
(K)
AMEND OR OTHERWISE MODIFY ITS UNDERWRITING AND OTHER LENDING GUIDELINES AND
POLICIES IN EFFECT AS OF THE DATE HEREOF OR OTHERWISE FAIL TO CONDUCT ITS
LENDING ACTIVITIES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
(L)
ENTER INTO, RENEW, EXTEND OR MODIFY ANY OTHER TRANSACTION WITH ANY
AFFILIATE, OTHER THAN DEPOSIT AND LOAN TRANSACTIONS IN THE ORDINARY COURSE OF
BUSINESS AND WHICH ARE IN COMPLIANCE WITH THE REQUIREMENTS OF APPLICABLE LAWS
AND REGULATIONS;
(M)
ENTER INTO ANY INTEREST RATE SWAP, FLOOR OR CAP OR SIMILAR COMMITMENT,
AGREEMENT OR ARRANGEMENT;
(N)
TAKE ANY ACTION THAT WOULD ACCELERATE ANY RIGHT OF PAYMENT TO ANY
INDIVIDUAL UNDER ANY EMPLOYMENT AGREEMENT, EXCEPT (I) IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE, (II) FOR THE EXECUTION OF THIS AGREEMENT
OR (III) PURSUANT TO SECTIONS 5.01(C) AND 5.01(D)(III) OF THIS AGREEMENT;
(O)
PURCHASE ANY SECURITY FOR ITS INVESTMENT PORTFOLIO RATED LESS THAN "AAA" OR
HIGHER BY EITHER STANDARD & POOR'S CORPORATION OR HIGHER BY MOODY'S INVESTOR
SERVICES, INC., EXCEPT AS APPROVED BY CMTY (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD) ;
(P)
EXCEPT AS SET FORTH ON PRFS DISCLOSURE SCHEDULE 5.01(P), MAKE ANY CAPITAL
EXPENDITURE OF $100,000 OR MORE; OR UNDERTAKE OR ENTER INTO ANY LEASE, CONTRACT
OR OTHER COMMITMENT FOR ITS ACCOUNT, OTHER THAN IN THE ORDINARY COURSE