Common use of Forbearances Clause in Contracts

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shall, and neither CBC nor SCB shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During Except (i) for the acquisition of parcels of land where assisted living facilities can be developed that are subject to Options to Purchase as of the date of this Agreement (which acquisition(s) shall have been consented to in writing by ALC (which consent shall not be unreasonably withheld, conditioned or delayed)) or that are subject to Purchase Agreements as of the date of this Agreement, (ii) for the execution and delivery by HCI of Purchase Agreements with respect to additional parcels of land on which assisted living facilities can be developed (the execution and delivery of which shall have been consented to in writing by ALC (which consent shall not be unreasonably withheld, conditioned or delayed)), (iii) for the execution and delivery by HCI of Options to Purchase with respect to additional parcels of land on which assisted living facilities can be developed, and (iv) for the execution and delivery of the LTC Commitment (as defined in Section 7.1(e) hereof), during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreementand, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawapplicable law, neither CBC nor SCB shallrule or regulation, HCI shall not and neither CBC nor SCB shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) ; make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution onon (other than a $2.50 per share distribution by HCI payable in the form of cash, cancellation of indebtedness (including interest thereon) or issuance of indebtedness), or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into for any shares of its capital stock, voting securities or exercisable other ownership interests, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, voting securities or other ownership interests (except for the issuance of employee stock options and restricted stock consistent with past practices); or repurchase, redeem or otherwise acquire any shares of its capital stock or other equity any capital stock, voting securities or voting securities, except, ownership interests in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC Subsidiary; or SCB or issue any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of additional shares of CBC Common Stock capital stock, voting securities or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreementsother ownership interests; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (cb) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than that is material to such party, except (i) in the ordinary course of businessbusiness consistent with past practice, or (ii) pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control Agreement in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing accordance with the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC such contract or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were agreement as in effect on the date of this Agreement, (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to the other party or (iv) for the cancellation of approximately $5.0 million of indebtedness (plus interest thereon) owing under certain outstanding promissory notes issued by stockholders of HCI; (fc) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) for transactions in the ordinary course of business consistent with past practice and as would not reasonably be expected practice, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to materially increase the cost capital, property transfers, or purchases of benefits under any such CBC Benefit Plan property or SCB Benefit Planassets of any other individual, as the case may be, (ii) increase the compensation corporation or benefits payable to any current or former employee, director or individual consultant, other entity other than increases a wholly owned Subsidiary thereof; (d) except for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, transactions in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employeespractice, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into or terminate any newcontract or agreement, or amend make any existing, employment, severance, change in controlany of its leases or contracts, retentionin each case that is material to such party, collective bargaining agreement or similar agreement or arrangement; providedother than renewals of contracts and leases without materially adverse changes of terms thereof; (e) incur any liability for indebtedness, howeverguarantee the obligations of others, that the parties may enter into offer letters with new hires indemnify others or, except in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severancebusiness, incur any other liability; (vf) fund any rabbi trust or similar arrangement, or increase in any other way secure material respect the payment of compensation or fringe benefits under of any CBC Benefit Plan of its employees or SCB Benefit Plan, as the case may be, pay any pension or (vi) hire retirement allowance not required by any existing plan or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned agreement to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, employees other than in the ordinary course of business consistent with past practice, change or become a party to, amend or commit it itself to any material pension, retirement, profit- sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (g) settle any claim, action or proceeding involving money damages which is material to HCI, except in the ordinary course of business consistent with past practice; (h) take any action that would prevent or impede the Merger from qualifying for the purchase method of accounting; (i) amend its Articles of Incorporation, Bylaws or similar governing documents in any case in a manner that would materially and adversely effect any party's ability to consummate the Merger or the economic benefits of the Merger to either party; (j) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect its lendingat any time prior to the Effective Time, investmentor in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, underwritingexcept, risk and asset liability management and other banking and operatingin every case, hedgingas may be required by applicable law; (k) except for capital expenditures approved by LTC Development, securitization and servicing policies Inc. (including which approval shall not be unreasonably withheld), incur any capital expenditures in excess of $5,000 individually or $25,000 in the aggregate; (l) make any change in the maximum ratio accounting methods, principles or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof)practices, except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity;a change in GAAP; or (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Personagree to, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to taketo, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.025.

Forbearances. During the period from the date of this Agreement to until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or earlier termination of expressly permitted by this Agreement, except as Previously Disclosed or as set forth in Section 6.2 of the CBC Disclosure Schedule or the SCB SLIC Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shallSLIC shall not, and neither CBC nor SCB shall not permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the other party to this Agreement (such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed):withheld: (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess any shares of six (6) monthsits capital stock, (ii) deposits, any SLIC Voting Debt or other voting securities or (iii) issuances of letters of creditany securities convertible into or exercisable or exchangeable for, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries other Rights to CBC or acquire, any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation such shares or other entitysecurities; (b) (i) adjustmake, split, combine or reclassify any shares of capital stock; (ii) makeauthorize, declare, pay or set a record date for aside any dividenddividend in respect of, or declare or make any other distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or directly distribution necessary for such party to maintain its qualification as a RIC or indirectly redeemto avoid the imposition of any income or excise tax, purchase as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shareswarrants or options to acquire, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its such capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their termsstock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties assets or assets to any individualproperties, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter intosales, establishtransfers, adoptleases, amend mortgages, encumbrances or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) dispositions in the ordinary course of business consistent with past practice SLIC’s investment objectives and policies as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan publicly disclosed, or SCB Benefit Plan, as the case may be, (ii) increase encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the compensation assets, business or benefits payable to properties of any current other Person, whether by merger, consolidation, purchase or former employeeotherwise or make any other investments, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 except in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, transaction conducted in the ordinary course of business consistent with past practice such party’s investment objectives and to a level consistent with similarly situated peer employees, policies as publicly disclosed; (iiie) accelerate amend the vesting SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any equity-based awards of SLIC’s Consolidated Subsidiaries; (f) implement or other compensation or benefits, (iv) enter into adopt any new, or amend any existing, employment, severance, material change in controlits Tax or financial accounting principles, retentionpractices or methods, collective bargaining agreement other than as required by applicable Law, GAAP, the SEC or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeeapplicable regulatory requirements; (g) settle hire any material claimemployees or establish, suit, action become a party to or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose commit to adopt any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its SubsidiariesEmployee Benefit Plan; (h) take any action or knowingly fail to take any action where such action that would, or failure to act could would reasonably be expected to prevent materially delay or materially impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) ability of the Codeparties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) amend its articles incur any Indebtedness for borrowed money or guarantee any Indebtedness of incorporationanother Person, its bylaws or comparable governing documents except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of its Significant Subsidiariesthe date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) materially restructure make or materially change its agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reportedobjectives and policies as publicly disclosed; (k) implement file or adopt amend any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, material Tax Return other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk practice and asset liability management SLIC’s investment objectives and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) publicly disclosed; make, change or revoke any material Tax election, change an annual Tax accounting period, adopt ; or change settle or compromise any material Tax accounting methodliability or refund; (l) take any action, file or knowingly fail to take any material amended Tax Returnaction, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any closing agreement with respect Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to a material amount the date of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxesthis Agreement; (o) other than in prior consultation the ordinary course of business consistent with the other party SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to this Agreementany material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for loans Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or extensions any of credit approved and/or committed its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan Agreement or pool of loans, or renew any loan greater than $7,500,000, other Permitted Indebtedness or (ii) renew for more than 12 months cancel any loans greater than $1,000,000 rated “special mention” material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or worseconsolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (pt) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support ofthe SLIC Board authorizing, any of the actions prohibited by this Section 4.026.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC South State Disclosure Schedule or the SCB CenterState Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw, neither CBC South State nor SCB CenterState shall, and neither CBC South State nor SCB CenterState shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) (i) incur any indebtedness for borrowed money in excess of $25,000,000, (A) other than (iI) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit months and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than II) deposits in the ordinary course of business consistent with past practice and (III) indebtedness of CBC CenterState or any of its wholly-wholly owned Subsidiaries to CBC CenterState or any of its wholly-wholly owned Subsidiaries, on the one hand, or of SCB South State or any of its wholly-wholly owned Subsidiaries to SCB South State or any of its wholly-wholly owned Subsidiaries, on the other hand), and (B) provided that (I) such indebtedness is on customary and reasonable market terms, (II) such indebtedness is prepayable or redeemable at any time (subject to customary notice requirements) without premium or penalty, (III) none of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby shall result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under or any other material right of the lenders (or their agents or trustees) under, or any loss of a material benefit of CenterState, South State or any of their respective Subsidiaries under, or result in the creation of any Lien upon any of the assets of CenterState, South State or any of their respective Subsidiaries under such indebtedness, or would reasonably be expected to require the preparation or delivery of separate financial statements of CenterState, South State, the Surviving Entity or their respective Subsidiaries and (IV) such indebtedness is not comprised of debt securities or calls, options, warrants or other rights to acquire any debt securities, or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During Except as set forth in the period Company's Disclosure Schedule, from the date of this Agreement to the Effective Time or earlier termination of this AgreementClosing, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shall, and neither CBC nor SCB Company shall permit any of their respective Subsidiaries to, not without the prior written consent approval of the other party to this Agreement (such consent Purchaser, which approval shall not to be unreasonably withheld, conditioned or delayed):; (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness of CBC or any the Company; it being understood and agreed that incurrence of its wholly-owned Subsidiaries to CBC or any indebtedness in the ordinary course of its wholly-owned Subsidiariesbusiness shall include, on without limitation, the one handcreation of deposit liabilities, or purchases of SCB or any federal funds, Federal Home Loan Bank short - and long term advances, sales of its wholly-owned Subsidiaries to SCB or any certificates of its wholly-owned Subsidiaries, on the other handdeposit and entering into repurchase and reverse repurchase agreements), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance other than in the ordinary course of business consistent with past practice; (ib) adjust, split, combine or reclassify any shares of capital stock; (ii) ; make, declare, declare or pay or set any dividend other than the continuation of the Company's regular semi-annual cash dividend not to exceed $0.1525 per share and a record date pro rata dividend prior to the Closing for any dividendtime period for which the Company's stockholders would not be entitled to receive a dividend as holders of Purchaser Common Stock, or make any other distribution on, or directly or indirectly redeem, purchase repurchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into for any shares of its capital stock, or exercisable for grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by issue any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any additional shares of capital stock or other equity or voting securities except upon exercise of CBC or SCB Company Stock Options outstanding on the date hereof, or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities obligations convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) into or exchangeable into, or exercisable for, for any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their termsstock; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity entity, other than a wholly-direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than except in the ordinary course of businessbusiness consistent with past practices, including, without limitation, sales of Small Business Administration loans, FMHA loans and mortgages in the secondary mortgage market or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of business, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchases of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each casecorporation or other entity, other than a wholly-wholly owned Subsidiary thereof, in excess of CBC or SCB, as applicable$100,000; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and as would not reasonably be expected to materially increase the cost leases without material adverse changes of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, terms; (iif) increase in any manner the compensation or fringe benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards of its employees or other compensation pay any pension or benefits, (iv) enter into retirement allowance not required by any new, existing plan or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction onemployees, or create any adverse precedent that would be material become a party to, amend or commit itself to any pension, retirement, profit-sharing, stock option, stock purchase, savings, bonus, deferred compensation, consulting, bonus or other employee benefit, incentive or welfare contract, plan or agreement or employment agreement with or for the business benefit of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, employee other than in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation; (g) settle any claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice, ; (h) change in any material respect its lending, investment, underwriting, risk and asset liability management and management, litigation, real estate valuation or other material banking and operating, hedging, securitization and servicing policies (including in any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with material respect to its loan portfolio or any segment thereof), except as may be required by appropriate regulators or changes in applicable Law, regulation law and regulations. (i) amend its charter or policies imposed its by, or recommendation of, any Governmental Entity-laws; (mj) merge or consolidate itself or take any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect action that is reasonably likely to have a material amount adverse effect on the financial condition, results of Taxes, operations or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as business of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worseCompany; or (pk) agree to take, make issue any commitment to take, options or adopt any resolutions of its board of directors or similar governing body in support of, any of warrants between the actions prohibited by this Section 4.02date hereof and the Closing.

Forbearances. During Without limiting the generality of Section 5.1 above, during the period from the date of this Agreement to the Dex Effective Time or earlier termination of this AgreementTime, except as set forth in Section 5.2 of the CBC SuperMedia Disclosure Schedule or the SCB Dex Disclosure Schedule, as applicable, as required by applicable Law, or as expressly contemplated or permitted by this Agreement or as required by LawAgreement, neither CBC SuperMedia nor SCB Dex shall, and neither CBC SuperMedia nor SCB Dex shall permit any of their respective Subsidiaries SuperMedia Subsidiary or Dex Subsidiary, as applicable, to, without the prior written consent of the other party to this Agreement (such consent Dex or SuperMedia, as applicable, which shall not to be unreasonably withheld, conditioned delayed or delayed):conditioned: (a) other than (i) federal funds borrowings other than dividends and Federal Home Loan Bank borrowingsdistributions by a direct or indirect Subsidiary to such Party or to any direct or indirect wholly owned Subsidiary of such Party, declare, set aside or pay any dividends on, make any other distributions in each case respect of, or enter into any agreement with a maturity not in excess respect to the voting of, any of six (6) monthsits capital stock, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any of its capital stock or any other of its securities, (iii) except as described in Section 2.6(d) or 2.7(e), accelerate the vesting of any options, warrants or other rights of any kind to acquire shares of capital stock; stock or (iiiv) makepurchase, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase redeem or otherwise acquire, acquire any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock Subsidiaries, or any rights, warrants or options to acquire any such shares or other equity or voting securities, except, in each case, securities (A) dividends paid by any of other than the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance withholding of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for common stock to satisfy the exercise price of stock options or for Tax withholding Taxes incurred in connection with upon the exercise of stock options or the options, vesting of restricted shares or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, units or stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in each case that are outstanding as of the date hereof or granted after in accordance with their present terms and such Party’s practices as of the date hereof hereof); (b) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of its common stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (other than the extent authorized under this Agreementissuance of its common stock upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the date hereof in accordance with their present terms); (c) amend its certificate of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, except for acquisitions of inventory or other similar assets in the ordinary course of business consistent with past practice; provided, that the foregoing shall not prohibit internal reorganizations or consolidations; (e) sell, assign, transfer, mortgagelease, license, mortgage or otherwise encumber or subject to any Lien (other than Liens in connection with any Indebtedness permitted under Section 5.2(f)), or otherwise dispose of (i) any of its material properties or assets to (including capital stock in any individual, corporation of its Subsidiaries) or other entity other than a wholly-owned Subsidiary, create any security interest in such assets or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case properties other than in the ordinary course of businessbusiness consistent with past practice, or pursuant to contracts (ii) any SuperMedia IP owned by SuperMedia or agreements in force at the date of this Agreement; (d) SuperMedia Subsidiaries or any Dex IP owned by Dex or the Dex Subsidiaries, as applicable, except for foreclosure or acquisitions non-exclusive licenses of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith Intellectual Property made in the ordinary course of business consistent with past practice; (f) except for borrowings under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of such Party or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less favorable, in the aggregate, than existing credit facilities, and as they may be so renewed, extended or replaced) that are incurred in the ordinary course of business consistent with past practice, or for borrowings or other lines of credit or refinancing of indebtedness outstanding on the date hereof in additional amounts not to exceed $5,000,000, or Indebtedness owed by any wholly owned Subsidiary to such Party or any other wholly owned Subsidiary of such Party, or as contemplated by Section 6.14, incur, redeem, prepay, defease, cancel, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than any of its wholly owned Subsidiaries), or make any loans or advances to any Person other than to its wholly owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the date hereof, except as required by changes in GAAP or regulatory accounting principles; (h) enter into any new line of business or change in any material respect the operating, asset liability, investment or risk management or other similar policies of it or any of its Subsidiaries; (i) make any material investment in or acquisition loan to any Person in excess of ($5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms entering into binding agreements with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan investment, loan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiariesacquisition; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, claim or assessment or dispute or surrender any material right to claim a refund of a material amount of Taxes; (ok) except as expressly permitted by any other than provision of this Section 5.2 or as set forth in prior consultation with the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, amend, terminate or waive any material provision of any SuperMedia Material Contract, SuperMedia IP Contract, Dex Material Contract or Dex IP Contract, as applicable (the “Material Contracts”), or enter into or renew any agreement or contract or other party to this Agreementbinding obligation that is or, except for loans or extensions of credit approved and/or committed if it were on place as of the date hereof, would be a Material Contract (other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms); (l) make or incur, or enter into any Contract obligating such Party to incur, any capital or operating expenditures in excess of $5,000,000 in the aggregate, except for capital or operating expenditures contemplated in such party’s existing plan for annual capital or operating expenditures for 2012, which plan has been made available to the Other Party prior to the date hereof; (m) except as required by agreements or instruments in effect on the date hereof, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the date hereof; (n) except as required by the terms of SuperMedia Benefit Plans or SuperMedia Employment Agreements, or the terms of Dex Benefit Plans or Dex Employment Agreements, as applicable, as in effect on the date hereof or as required by applicable Law or as provided by this Agreement, (i) grant or pay to any current or former director, officer, employee or consultant of Dex or any Dex Subsidiary or SuperMedia or any SuperMedia Subsidiary any increase in compensation, except for salary or wage increases in the ordinary course of business consistent with past practice, (ii) grant, pay, promise to pay, or enter into any SuperMedia Benefit Plan or SuperMedia Employment Agreement or Dex Benefit Plan or Dex Employment Agreement (as applicable) to pay, to any current or former director, officer, employee, consultant or service provider of SuperMedia or any SuperMedia Subsidiary or Dex or Dex Subsidiary (as applicable) any severance or termination pay or any increase in severance or termination pay, (iii) increase the compensation or benefits provided under any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan or Dex Employment Agreement, (iv) enter into or modify the terms of any equity-based award granted under any SuperMedia Stock Plan or Dex Stock Plan, (v) make any loan greater than $7,500,000discretionary contributions or payments with respect to any SuperMedia Benefit Plan, make any sponsored finance loan greater than $3,000,000SuperMedia Employment Agreement, purchase a participation in any loan or pool of loansDex Benefit Plan, or renew Dex Employment Agreement to any loan greater trust or other funding vehicle, (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of SuperMedia or any SuperMedia Subsidiary or Dex or any Dex Subsidiary or otherwise pay any amounts not due such individual, (vii) enter into any new or amend or modify any existing SuperMedia Employment Agreement or Dex Employment Agreement (or agreement that would be a SuperMedia Employment Agreement or Dex Employment Agreement if in effect on the date hereof), other than employment agreements for new hires with total compensation not to exceed $7,500,000300,000, (viii) establish any new or amend or modify any existing SuperMedia Benefit Plans or Dex Benefit Plan (or plans that would be a SuperMedia Benefit Plan or Dex Benefit Plan if in effect on the date hereof) or (ix) establish, adopt or enter into any collective bargaining agreement other than a renewal of or successor to an existing collective bargaining agreement on terms no less favorable to SuperMedia or Dex (as applicable); (o) except as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, pay, discharge, settle or compromise any Action, other than any such payment, discharge, settlement or compromise (i) in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate, and that does not create binding precedent for other pending or potential Actions, or (ii) renew pursuant to the terms of any Contract in effect on the date hereof (copies of which have been provided to the Other Party prior to the date hereof); (p) take any action, or knowingly fail to take any action within its control, which action or failure to act would be reasonably expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (q) except in the reasonable business judgment of the holder of such Intellectual Property, let lapse, fail to maintain, abandon or cancel any applied for, patented or registered SuperMedia IP owned by SuperMedia or any SuperMedia Subsidiary or any registered Dex IP owned by Dex or any Dex Subsidiary; (r) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such Party or any of its Subsidiaries; (s) fail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (t) open any material new offices or facilities or relocate or close any material existing offices or facilities or implement any layoffs implicating the WARN Act, or file any application with any Governmental Entity to do any of the foregoing, except for more openings, closings, relocations and layoffs in progress on the date of this Agreement or planned on the date hereof and disclosed in Section 5.2(t) of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable; (u) except as required by applicable Law, convene any regular or special meeting (or any adjournment thereof) of the stockholders of SuperMedia or Dex, as applicable, other than 12 months the SuperMedia Stockholder Meeting or the Dex Stockholder Meeting, or enter into any loans greater than $1,000,000 rated “special mention” Contract, understanding or worsearrangement with respect to the voting of capital stock of SuperMedia or Dex; (v) take any action that is intended or is reasonably likely to result in any of the conditions to the Mergers set forth in Article VII not being satisfied or in a violation of any provision of this Agreement; or (pw) commit or agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited contemplated by this Section 4.02Sections 5.2(a) to (v) above.

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as otherwise indicated in this Section 4.2 or required by Lawlaw, neither CBC Sabal Palm nor SCB the Bank shall, and neither CBC nor SCB shall permit any of their respective Subsidiaries to, without the prior written consent of the other party chief executive officer, chief credit officer or chief lending officer of SBC (which consent shall not be unreasonably withheld or delayed) provided, however, that with respect to this Agreement Section 4.2(i), Section 4.2(s), and Section 4.2(w), if Seacoast shall not have disapproved of Sabal Palm’s or the Bank’s written request in writing within five (5) Business Days of receipt of such consent not written request from Sabal Palm or the Bank, then such request shall be deemed to be unreasonably withheld, conditioned or delayed):approved by Seacoast: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC amend its Organizational Documents or any resolution or agreement concerning indemnification of its wholly-owned Subsidiaries to CBC directors or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entityofficers; (b) Except as set forth in Section 4.2(b) of the Company Disclosure Letter (i) adjust, split, combine combine, subdivide or reclassify any shares of capital stock; , (ii) make, declare, set aside or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securitiesstock, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock optionsRights, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable intolease, license, guarantee, encumber, or exercisable forauthorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards Sabal Palm Equity Awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under of this Agreement, or (v) make any change in each case accordance with their termsany instrument or Contract governing the terms of any of its securities; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, business or pursuant to contracts consistent with past practice or agreements in force at the date of permitted by this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of assets) in any other Person; (i) charge off (except as may otherwise be required by law or by regulatory authorities or by GAAP) or sell (except in the ordinary course of business consistent with past practices) any of its portfolio of loans, in each casediscounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than a wholly-owned Subsidiary of CBC or SCB, as applicableits book value; (e) in each case terminate or allow to be terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness owing to it or any claims that it may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent liability; (f) enter into any new line of business, or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, except for transactions as required by applicable Laws or any policies imposed on it by any Governmental Authority; (g) except in the ordinary course of business, terminate, materially amend, business consistent with past practices: (i) lend any money or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of pledge any of its securitiescredit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise, (ii) mortgage or otherwise subject to any Lien, encumbrance or other than normal renewals liability any of contracts without its assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $50,000 in the aggregate or (iv) incur any material adverse changes liability, commitment, indebtedness or obligation (of terms with respect to CBC any kind whatsoever, whether absolute or SCBcontingent), or enter into cancel, release or assign any contract that would constitute a CBC Contract indebtedness of any Person or SCB Contractany claims against any Person, if it were except pursuant to Contracts in effect on force as of the date of this AgreementAgreement and disclosed in Section 4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its material Intellectual Property; (fh) except other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six months or less)); assume, guarantee, endorse or otherwise as required under applicable Law or an accommodation become responsible for the terms obligations of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, Person; (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) purchases of investment securities in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Planconsultation with SBC, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (j) terminate or waive any material provision of any Contract other than normal renewals of Contracts without materially adverse changes of terms or otherwise amend or modify any material Contract; (k) implement other than in the ordinary course of business and consistent with past practice or adopt as required by Benefit Plans and Contracts as in effect at the date of this Agreement or as set forth in Section 4.2(k) of the Company Disclosure Letter, (i) increase in any manner the compensation or fringe benefits of, or grant any bonuses to, any of its officers, employees or directors, whether under a Benefit Plan or otherwise, (ii) pay any pension or retirement allowance not required by any existing Benefit Plan or Contract to any such officers, employees or directors, (iii) become a party to, amend or commit itself to any Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment agreement, retention agreement or severance arrangement with or for the benefit of any officer, employee or director, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to any Sabal Palm Stock Plan, except pursuant to Section 1.7, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the employment of a chief executive officer, president, chief financial officer, chief risk officer, chief credit officer, internal auditor, general counsel or other officer holding the position of senior vice president or above or any employee with annual base salary and annual incentive compensation that is reasonably anticipated to exceed $100,000; (l) settle any Litigation, except in the ordinary course of business; (m) revalue any of its or its Subsidiaries’ assets or change in any method of accounting or accounting practice used by it or its accounting principles, practices or methodsSubsidiaries, other than changes required by GAAP or the FDIC or any Regulatory Authority; (n) file or amend any Tax Return except in the ordinary course of business; settle or compromise any Liability for Taxes; or make, change or revoke any tax election or change any method of tax accounting, except as required by applicable Law; enter into any “closing agreement” as described in Section 7121 of the Internal Revenue Code (or any similar provision of applicable Law); surrender any claim for a refund of Taxes; or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of Taxes; (o) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 5 not being satisfied, except as may be required by GAAPapplicable Law; provided, that nothing in this Section 4.2(o) shall preclude Sabal Palm from exercising its rights under Sections 4.5(a) or 4.12; (lp) merge or consolidate with any other Person; (q) acquire assets outside of the ordinary course of business consistent with past practices from any other Person with a value or purchase price in the aggregate in excess of $50,000, other than purchase obligations pursuant to Contracts to the extent in effect immediately prior to the execution of this Agreement and described in Section 4.2(q) of the Company Disclosure Letter; (r) enter into any new line Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) other than in the ordinary course of business orand consistent with past practices, the Bank shall not make any adverse changes in the mix, rates, terms or maturities of its deposits or other Liabilities; (t) close or relocate any existing branch or facility; (u) make any extension of credit that, when added to all other extensions of credit to a borrower and its affiliates, would exceed its applicable regulatory lending limits; (v) take any action or fail to take any action that will cause Sabal Palm’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than $30.3 million at the Effective Time; (w) make any loans, or enter into any commitments to make loans, which vary other than in immaterial respects from its written loan policies, a true and correct copy of such policies has been provided to Seacoast; provided, that this covenant shall not prohibit the Bank from extending or renewing credit or loans in the ordinary course of business consistent with past practice, change lending practices or in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change connection with the workout or renegotiation of loans currently in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio portfolio; provided further, that from the date hereof, any new individual loan or any segment thereof), except as required by applicable Law, regulation or policies imposed bynew extension of credit in excess of $250,000 and which is unsecured, or recommendation of$1.0 million and which is secured, any Governmental Entityshall require the written approval of the chief executive officer, chief lending officer or chief credit officer of SNB, which approval shall not be unreasonably withheld or delayed, and the approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to SNB; (mx) merge or consolidate itself or take any action that at the time of its Significant Subsidiaries with any other Persontaking such action is reasonably likely to prevent, or restructurewould materially interfere with, reorganize or completely or partially liquidate or dissolve it or any the consummation of its Significant Subsidiariesthe Merger; (ny) make, change knowingly take any action that would prevent or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to impede the Merger and the Bank Merger from qualifying as a material amount reorganization within the meaning of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (oSection 368(a) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worseInternal Revenue Code; or (pz) agree or commit to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.024.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC CCB Disclosure Schedule or the SCB NCBC Disclosure Schedule, as the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by Lawthe Option Agreements, neither CBC CCB nor SCB NCBC shall, and neither CBC CCB nor SCB NCBC shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):Agreement: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of CBC NCBC or any of its wholly-owned Subsidiaries to CBC NCBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB CCB or any of its wholly-owned Subsidiaries to SCB CCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (i) adjust, split, combine or reclassify any shares of capital stock; ; (ii) make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities(except (A) in the case of NCBC, except, for regular quarterly cash dividends at a rate not in each caseexcess of $.105 per share of NCBC Common Stock, (AB) in the case of CCB, for regular quarterly cash dividends on CCB Common Stock at a rate not in excess of $.31 per share of CCB Common Stock, and (C) dividends paid by any of the Subsidiaries of each of CBC CCB and SCB NCBC to CBC CCB or SCB NCBC or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) dividends paid in the ordinary course of business consistent with past practice by any subsidiaries (whether or not wholly-owned) of each of CCB and as would not reasonably be expected NCBC); (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to materially increase acquire any shares of its capital stock, other than (A) pursuant to the cost of benefits under any such CBC Benefit Plan NCBC Stock Plans, the CCB Stock Plans or SCB Benefit Planthe CCB Rights Agreement, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies or (including any change in B) the maximum ratio conversion of employee or similar limits as a percentage of its capital exposure applicable with respect director stock options pursuant to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as consummation of the date of this transactions contemplated by the Piedmont Merger Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC IBTX Disclosure Schedule or the SCB TCBI Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw, neither CBC IBTX nor SCB TCBI shall, and neither CBC IBTX nor SCB TCBI shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) depositsthe creation of deposit liabilities, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC TCBI or any of its wholly-owned Subsidiaries to CBC TCBI or any of its wholly-owned Subsidiaries, on the one hand, or of SCB IBTX or any of its wholly-owned Subsidiaries to SCB IBTX or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC BancShares Disclosure Schedule or the SCB CIT Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw (including the Pandemic Measures), neither CBC BancShares nor SCB CIT shall, and neither CBC BancShares nor SCB CIT shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six two (62) monthsyears, (ii) the creation of deposit liabilities (including reciprocal and brokered deposits), (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC CIT or any of its wholly-wholly owned Subsidiaries to CBC CIT or any of its wholly-wholly owned Subsidiaries, on the one hand, or of SCB BancShares or any of its wholly-wholly owned Subsidiaries to SCB BancShares or any of its wholly-wholly owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Sterling Disclosure Schedule or the SCB Wxxxxxx Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw, neither CBC Sterling nor SCB Wxxxxxx shall, and neither CBC Sterling nor SCB Wxxxxxx shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC Sterling or any of its wholly-owned Subsidiaries to CBC Sterling or any of its wholly-owned Subsidiaries, on the one hand, or of SCB Wxxxxxx or any of its wholly-owned Subsidiaries to SCB Wxxxxxx or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Sterling at a rate not in excess of $0.07 per share of Sterling Common Stock, (B) regular quarterly cash dividends by Wxxxxxx at a rate not in excess of $0.40 per share of Wxxxxxx Common Stock, (C) dividends paid by any of the Subsidiaries of each of CBC Sterling and SCB Wxxxxxx to CBC Sterling or SCB Wxxxxxx or any of their wholly-owned Subsidiaries, respectively, (D) in the case of Sterling, dividends provided for and paid on shares of Sterling Series A Preferred Stock in accordance with the terms of such Sterling Series A Preferred Stock, (BE) in the case of Wxxxxxx, dividends provided for and paid on shares of Wxxxxxx Preferred Stock in accordance with the terms of such Wxxxxxx Preferred Stock, (F) in the case of Wxxxxxx, regular distributions on outstanding trust preferred securities in accordance with their terms or (G) the acceptance of shares of CBC Sterling Common Stock or SCB Wxxxxxx Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person person any right to acquire any shares of capital stock or other equity or voting securities of CBC Sterling or SCB Wxxxxxx or any of their respective Subsidiaries;, other than in the case of Wxxxxxx, grants of options to purchase under the Wxxxxxx ESPP; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC Sterling or SCB Wxxxxxx or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC Sterling or SCB Wxxxxxx or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person person or the property or assets of any other Personperson, in each case, other than a wholly-owned Subsidiary of CBC Sterling or SCBWxxxxxx, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Sterling Contract or SCB Wxxxxxx Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC Sterling or SCBWxxxxxx, or enter into any contract that would constitute a CBC Sterling Contract or SCB Wxxxxxx Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law law or the terms of any CBC Sterling Benefit Plan or SCB Wxxxxxx Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Sterling Benefit Plan or SCB Wxxxxxx Benefit Plan, or any arrangement that would be a CBC Sterling Benefit Plan or a SCB Wxxxxxx Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Sterling Benefit Plan or SCB Wxxxxxx Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 300,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new commercial banking hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Sterling Benefit Plan or SCB Wxxxxxx Benefit Plan, as the case may be, (vi) terminate the employment or services of any employee with an annual base salary equal to or in excess of $300,000, other than for cause, or (vivii) hire or promote any employee with an annual base salary equal to or in excess of $150,000300,000 (other than as a replacement hire or promotion on substantially similar terms of employment as the departed employee), or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 1,000,000 individually or $50,000 2,000,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its SubsidiariesCorporation; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles certificate of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business (which may include partnering with third parties in origination, flow, servicing and other capacities) consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Lawlaw, regulation or policies imposed by, or recommendation of, by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Personperson, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (po) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.025.2.

Forbearances. During the period from From the date hereof until the Closing, Seller ------------ covenants and agrees to ensure that neither Superior nor any of this Agreement to the Effective Time or earlier termination its Subsidiaries does and Superior covenants and agrees that neither it nor any of its Subsidiaries will do (other then as contemplated in this Agreement, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shall, and neither CBC nor SCB shall permit ) any of their respective Subsidiaries to, the following without the prior written consent of the other party to this Agreement (such Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed):: (a) declare, set aside, make or pay any dividend or other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, distribution in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any respect of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse capital stock or otherwise as an accommodation become responsible for the obligations of any other individualpurchase or redeem, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquireindirectly, any shares of its capital stock stock; (b) issue, sell or other equity deliver or voting securities enter into any agreement to issue, sell or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for deliver any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights rights, agreements, commitments, arrangements or understandings of any kind kind, contingent or otherwise, to acquire any shares of capital stock purchase, sell or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to deliver any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Planshares, or any arrangement that would be a CBC Benefit Plan securities convertible into or a SCB Benefit Plan if in exchangeable for any such shares, or effect on the date hereofany stock split, other than with respect to broad-based welfare benefit plans (other than severance) or otherwise change its authorized capitalization, except in the ordinary course of business consistent with its past practice and as would not reasonably be expected to materially increase the cost of benefits under practice; (c) incur any such CBC Benefit Plan indebtedness or SCB Benefit Planissue or sell any debt securities or prepay any debt, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, except in the ordinary course of business consistent with its past practice and practice; (d) mortgage, pledge or otherwise subject to a level consistent with similarly situated peer employeesany material lien or lease, (iii) accelerate the vesting any of its properties or assets, tangible or intangible or permit or suffer any equity-based awards such property or other compensation asset to be subjected to any material lien or benefitslease, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires except in the ordinary course of business consistent with its past practice that do not provide and for enhanced Permitted Exceptions; (e) forgive or change cancel any debts or claims, or waive any rights, except for fair value or in control severancethe ordinary course of business consistent with its past practice; (f) except for loans and deposits in the ordinary course of business, enter into (i) any agreement, commitment or other transaction involving an expenditure, a liability or an obligation of Superior of more than $200,000 or, (vii) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation agreement or benefits under any CBC Benefit Plan commitment that, pursuant to its terms, is not terminable by Superior without penalty at will or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeeon less than 31 days' notice; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose ordinary course of its business, pay any material restriction on, bonus to any Employee or create grant to any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its SubsidiariesEmployee any increase in compensation; (h) take except as contemplated by this transaction or disclosed in any action or knowingly fail Schedule to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporationthis Agreement, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business severance agreement or salary continuation agreement with any Employee or, other than except in the ordinary course of business consistent with past practice, change in enter into any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entityemployment agreement; (mi) merge amend its Charter or consolidate itself Bylaws or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiariesorganizational documents; (nj) make, change or revoke make any material Tax election, change an annual Tax changes in policies or practices relating to selling practices or other terms of sale or accounting period, adopt therefor or change any material Tax accounting method, file any material amended Tax Return, in policies of employment; (k) enter into any closing agreement with respect to a material amount type of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed business not conducted by Superior as of the date of this AgreementAgreement or create or organize any subsidiary of Superior or enter into or participate in any joint venture or partnership; (l) except as otherwise expressly contemplated by this Agreement and except in the ordinary course of business consistent with past practice, (i) enter into any agreement or transactions with Seller or any affiliate of Seller or make any loan greater than $7,500,000, make amendment or modification to any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worsesuch agreement; or (pm) agree take any action or omit to take, make take any commitment action that is reasonably likely to takeresult in the occurrence of, or adopt any resolutions of its board of directors agree or similar governing body in support ofcommit to do, any of the actions prohibited by this Section 4.02foregoing.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.01, except as may be required by Law or earlier termination of a Governmental Entity, as required or expressly permitted by this Agreement, except as Previously Disclosed or as set forth in Section 6.02 of the CBC OTF II Disclosure Schedule or Section 6.02 of the SCB OTF Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawapplicable, neither CBC nor SCB OTF II or OTF shall, and neither CBC nor SCB shall permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of OTF II or OTF, as applicable (and the other party to this Agreement (such consent of the OTF II Special Committee, in the case of OTF II, and the consent of the OTF Special Committee, in the case of OTF), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed):withheld: (a) other Other than pursuant to capital calls made pursuant to the terms of OTF II Subscription Agreements effective on or prior to the date of this Agreement or such party’s dividend reinvestment plan as in effect as of the date of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess any shares of six (6) monthsits capital stock, (ii) depositsany OTF II Voting Debt or OTF Voting Debt, as applicable, or other voting securities or (iii) issuances of letters of creditany securities convertible into or exercisable or exchangeable for, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries other Rights to CBC or acquire, any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation such shares or other entity;securities. (i) adjustMake, split, combine or reclassify any shares of capital stock; (ii) makeauthorize, declare, pay or set a record date for aside any dividenddividend in respect of, or declare or make any other distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or directly distribution necessary for such party to maintain its qualification as a RIC or indirectly redeemto avoid the imposition of any income or excise tax, purchase as reasonably determined by such party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of such party to such party or another direct or indirect wholly owned Consolidated Subsidiary of such party or (D) with respect to OTF II, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shareswarrants or options to acquire, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its such capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms;stock. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties assets or assets to any individualproperties, corporation except for (i) sales, transfers, leases, mortgages, encumbrances or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than dispositions in the ordinary course of businessbusiness consistent with such party’s investment objectives and policies as publicly disclosed, or pursuant (ii) encumbrances required to contracts secure Permitted Indebtedness of such party or agreements in force at the date any of this Agreement;its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transaction conducted in the ordinary course of businessbusiness consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the OTF II Charter or the OTF II Bylaws (in the case of OTF II) or the OTF Charter or the OTF Bylaws (in the case of OTF) or any other governing documents or similar governing documents of any of such party’s Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (g) Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (h) Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude OTF II from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any material investment new capital expenditure other than obligations to fund commitments to portfolio companies or investments in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Personnew portfolio companies, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions entered into in the ordinary course of business, terminate, materially amend, business consistent with such party’s investment objectives and policies as publicly disclosed. (k) File or waive amend any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, Tax Return other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund. (l) Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would not reasonably or should be expected reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an OTF II Material Contract or OTF Material Contract, as applicable, had it been entered into prior to materially increase the cost date of benefits this Agreement. (o) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any such CBC Benefit Plan OTF II Material Contract or SCB Benefit PlanOTF Material Contract, as the case may beapplicable. (p) Settle any Proceeding against it, except for Proceedings that (iii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, are settled in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employeessuch party’s investment objectives and policies as publicly disclosed, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 250,000 in the aggregate and that (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on, or create any adverse precedent that would be material to, on the conduct of business of it or any of its Consolidated Subsidiaries or or, after the Effective Time, OTF, OTF II, the Surviving Corporation Company or its Subsidiaries;any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (hq) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other Other than in the ordinary course of business consistent with past practicesuch party’s investment objectives and policies as publicly disclosed, change in (i) pay, discharge or satisfy any material respect its lendingIndebtedness for borrowed money, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed effect as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan Agreement or pool of loans, or renew any loan greater than $7,500,000, other Permitted Indebtedness or (ii) renew for more than 12 months cancel any loans greater than $1,000,000 rated “special mention” or worse; ormaterial indebtedness. (pr) agree Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) Agree to take, make any commitment to take, or adopt any resolutions of its board of directors the OTF II Board or similar governing body in support ofthe OTF Board, as applicable, authorizing, any of the actions prohibited by this Section 4.026.02.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Sterling Disclosure Schedule or the SCB Xxxxxxx Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw, neither CBC Sterling nor SCB Xxxxxxx shall, and neither CBC Sterling nor SCB Xxxxxxx shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC Sterling or any of its wholly-owned Subsidiaries to CBC Sterling or any of its wholly-owned Subsidiaries, on the one hand, or of SCB Xxxxxxx or any of its wholly-owned Subsidiaries to SCB Xxxxxxx or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Sterling at a rate not in excess of $0.07 per share of Sterling Common Stock, (B) regular quarterly cash dividends by Xxxxxxx at a rate not in excess of $0.40 per share of Xxxxxxx Common Stock, (C) dividends paid by any of the Subsidiaries of each of CBC Sterling and SCB Xxxxxxx to CBC Sterling or SCB Xxxxxxx or any of their wholly-owned Subsidiaries, respectively, (D) in the case of Sterling, dividends provided for and paid on shares of Sterling Series A Preferred Stock in accordance with the terms of such Sterling Series A Preferred Stock, (BE) in the case of Xxxxxxx, dividends provided for and paid on shares of Xxxxxxx Preferred Stock in accordance with the terms of such Xxxxxxx Preferred Stock, (F) in the case of Xxxxxxx, regular distributions on outstanding trust preferred securities in accordance with their terms or (G) the acceptance of shares of CBC Sterling Common Stock or SCB Xxxxxxx Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person person any right to acquire any shares of capital stock or other equity or voting securities of CBC Sterling or SCB Xxxxxxx or any of their respective Subsidiaries;, other than in the case of Xxxxxxx, grants of options to purchase under the Xxxxxxx ESPP; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC Sterling or SCB Xxxxxxx or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC Sterling or SCB Xxxxxxx or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or earlier termination of expressly permitted by this Agreement, except as Previously Disclosed or as set forth in Section 6.2 of the CBC GBDC 3 Disclosure Schedule or Section 6.2 of the SCB GBDC Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawapplicable, neither CBC nor SCB GBDC 3 or GBDC shall, and neither CBC nor SCB shall permit any of their respective its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of GBDC 3 or GBDC, as applicable (and the other party to this Agreement (such consent of a majority of the Independent Directors of GBDC 3, in the case of GBDC 3, and the consent of a majority of the Independent Directors of GBDC, in the case of GBDC), which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayed):withheld: (a) other Other than pursuant to such party’s dividend reinvestment plan as in effect as of the date of this Agreement or (x) in the case of GBDC 3, pursuant to capital calls with respect to the GBDC 3 Subscription Agreements and (y) in the case of GBDC, Permitted Issuances, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess any shares of six (6) monthsits capital stock, (ii) depositsany GBDC 3 Voting Debt or GBDC Voting Debt, as applicable, or other voting securities or (iii) issuances of letters of creditany securities convertible into or exercisable or exchangeable for, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries other Rights to CBC or acquire, any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation such shares or other entity;securities. (b) (i) adjustMake, split, combine or reclassify any shares of capital stock; (ii) makeauthorize, declare, pay or set a record date for aside any dividenddividend in respect of, or declare or make any other distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or directly distribution necessary for such party to maintain its qualification as a RIC or indirectly redeemto avoid the imposition of any income or excise tax, purchase as reasonably determined by such party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of such party to such party or another direct or indirect wholly owned Consolidated Subsidiary of such party or (D) with respect to GBDC 3, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shareswarrants or options to acquire, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its such capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms;stock. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties assets or assets to any individualproperties, corporation except for (i) sales, transfers, leases, mortgages, encumbrances or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than dispositions in the ordinary course of businessbusiness consistent with such party’s investment objectives and policies as publicly disclosed, or pursuant (ii) encumbrances required to contracts secure Permitted Indebtedness of such party or agreements in force at the date any of this Agreement;its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transaction conducted in the ordinary course of businessbusiness consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the GBDC 3 Charter or the GBDC 3 Bylaws (in the case of GBDC 3) or the GBDC Charter or the GBDC Bylaws (in the case of GBDC) or any other governing documents or similar governing documents of any of such party’s Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (g) Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (h) Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the Transactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude GBDC 3 from declaring or paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any material investment new capital expenditure other than obligations to fund commitments to portfolio companies or investments in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Personnew portfolio companies, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions entered into in the ordinary course of business, terminate, materially amend, business consistent with such party’s investment objectives and policies as publicly disclosed. (k) File or waive amend any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, Tax Return other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund. (l) Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed and is, would not reasonably or should be expected reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute a GBDC 3 Material Contract or GBDC Material Contract, as applicable, had it been entered into prior to materially increase the cost date of benefits this Agreement. (o) Other than in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any such CBC Benefit Plan GBDC 3 Material Contract or SCB Benefit PlanGBDC Material Contract, as the case may beapplicable. (p) Settle any Proceeding against it, except for Proceedings that (iii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, are settled in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employeessuch party’s investment objectives and policies as publicly disclosed, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 250,000 in the aggregate and that (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on, or create any adverse precedent that would be material to, on the conduct of business of it or any of its Consolidated Subsidiaries or or, after the Effective Time, GBDC, GBDC 3, the Surviving Corporation Company or its Subsidiaries;any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (hq) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other Other than in the ordinary course of business consistent with past practicesuch party’s investment objectives and policies as publicly disclosed, change in (i) pay, discharge or satisfy any material respect its lendingIndebtedness for borrowed money, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed effect as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan Agreement or pool of loans, or renew any loan greater than $7,500,000, other Permitted Indebtedness or (ii) renew for more than 12 months cancel any loans greater than $1,000,000 rated “special mention” or worse; ormaterial indebtedness. (pr) agree Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) With respect to GBDC 3, enter into any new GBDC 3 Subscription Agreements. (t) Agree to take, make any commitment to take, or adopt any resolutions of its board of directors the GBDC 3 Board or similar governing body in support ofthe GBDC Board, as applicable, authorizing, any of the actions prohibited by this Section 4.026.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Section 6.2 of the CBC GETCO Disclosure Schedule or the SCB Knight Disclosure Schedule, as applicable, as expressly contemplated or permitted by this Agreement Agreement, or as otherwise required by applicable Law, neither CBC nor SCB shalleach of GETCO and Knight shall not, and neither CBC nor SCB shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party to this Agreement (such which consent shall not to be unreasonably withheld, denied, conditioned or delayed): (a) sell, lease, license, mortgage, encumber, transfer, convey, assign, or otherwise dispose of any of its material rights, properties or assets, tangible or intangible, other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice to third parties who are not Affiliates; (b) (i) incur, incur assume or guarantee any indebtedness for borrowed money Indebtedness, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to it in any material respect the terms relating to any such Indebtedness, (iii) other than indebtedness in the ordinary course of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiariesbusiness consistent with past practice, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person, or (iv) other individual, corporation than in the ordinary course of business consistent with past practice make any material loans or other entityadvances; (c) (i) adjust, split, combine or reclassify any shares of capital stock; , unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare, declare or pay any dividend or set a record date distribution (except for (x) dividends paid in the ordinary course of business by any dividend, direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, on any shares of its capital stock or other equity interest or voting securities redeem, purchase or otherwise acquire any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securitiesinterest, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares units or other equity-based awards or interests, compensation or grant to any Person individual, corporation or other entity any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or equity interests, other equity than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or voting securitiesthe Knight Disclosure Schedule, including as applicable, (iv) issue or commit to issue any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any additional shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except interest other than pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are outstanding as of the date hereof or granted after that are issued following the date hereof to the extent authorized under in compliance with this AgreementAgreement or sell, in each case accordance with their terms; (c) selllease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its material properties capital stock or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreementequity interests; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC GETCO Benefit Plan or SCB Knight Benefit Plan Plan, as applicable, existing as of the date hereof, as applicable, hereof (i) enter into, establish, adopt, amend adopt or terminate any CBC Benefit Plan employee benefit or SCB Benefit Plancompensation plan, program, policy or arrangement for the benefit or welfare of any arrangement that would be a CBC Benefit Plan current or a SCB Benefit Plan if in effect on the date hereofformer employee, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan officer, director or SCB Benefit Plan, as the case may beconsultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or individual consultant, consultant (other than any annual salary or wage increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employeesof not more than 5% in the aggregate per annum), (iiiiv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation or benefitscompensation, (ivvi) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement; provided, however(vii) fund any rabbi trust or similar arrangement, that (viii) terminate the parties may enter into offer letters with new hires employment or services of any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of assets for cash in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severancepractice, (vi) fund acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any rabbi trust businesses, assets, properties or similar arrangement, or interests in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, Person or (viii) hire merge or promote consolidate with any employee with an annual base salary equal to or Person; (f) make any capital expenditure requiring payments in excess of $150,000, 10 million individually or significantly change $25 million in the responsibilities assigned to any such employeeaggregate; (g) settle make any material claim, suit, action investment either by purchase of stock or proceeding, except involving solely monetary remedies in an amount and for consideration not securities or contributions to capital in excess of $25,000 individually or $50,000 25 million (other than in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiariesa wholly owned Subsidiary); (h) take (i) enter into any action new line of business or knowingly fail (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codeits operations; (i) amend its articles charter, bylaws, certificate of incorporationformation, its bylaws limited liability company agreement or other comparable governing documents organizational documents, or otherwise take any action to exempt any person from any provision of its Significant Subsidiariessuch documents; (j) materially restructure (i) terminate or materially change its investment securitiesamend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, derivativesany GETCO Contract or Knight Contract, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwiseas applicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in the manner ordinary course of business or that if in which existence as of the portfolio is classified date hereof would be a GETCO Contract pursuant to Sections 3.13(a)(v) or reported3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate and (ii) the commencement of any litigation, action or proceeding in the ordinary course of business consistent with past practice; (m) other than in the ordinary course of business consistent with past practice, materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (n) amend in a manner that adversely impacts the ability to conduct its business, terminate or allow to lapse any material Permit; (o) (i) cancel, abandon or allow to lapse any material Intellectual Property other than in the ordinary course of business consistent with past practice, or (ii) disclose to any third party any trade secret other than in the ordinary course of business consistent with past practice; (p) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAPapplicable Law, GAAP or regulatory guidelines; (lq) enter into any new line adopt a plan of business orcomplete or partial liquidation, dissolution, restructuring, recapitalization or other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entityreorganization; (mr) merge or consolidate itself or intentionally take any action that is intended to result in any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiariesthe conditions to the Mergers set forth in Article VIII not being satisfied; (ni) make, change or revoke any material Tax election, (ii) change an any material method of Tax accounting or any annual Tax accounting period, adopt (iii) enter into any closing agreement, (iv) settle or change compromise any material Tax accounting methodliability for Taxes, (v) file any material amended Tax Return, enter into or (vi) surrender any closing agreement with respect right or claim to a material amount refund of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund in each case except (A) in the ordinary course of Taxes; (o) other than in prior consultation business and consistent with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000past practice, or (iiB) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” as would not have an adverse effect on it or worseits Subsidiaries (or, following the closing, on the Company) that is material; or (pt) agree to take, or make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.026.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Allegiance Disclosure Schedule or the SCB CBTX Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw, neither CBC Allegiance nor SCB CBTX shall, and neither CBC Allegiance nor SCB CBTX shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, ; (ii) deposits, the creation of deposit liabilities; (iii) issuances of letters of credit, ; (iv) purchases of federal funds, ; (v) sales of certificates of deposit deposit; and (vi) entry into term repurchase agreementsagreements for fixed income securities, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC CBTX or any of its wholly-owned Subsidiaries to CBC CBTX or any of its wholly-owned Subsidiaries, on the one hand, or of SCB Allegiance or any of its wholly-owned Subsidiaries to SCB Allegiance or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;entity; (ib) adjust, split, combine or reclassify any shares of capital stock;stock; (iic) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, acquire any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, except, in each case, (Ai) regular quarterly cash dividends by CBTX at a rate not in excess of $0.13 per share of CBTX Common Stock and by Allegiance at a rate not in excess of $0.12 per share of Allegiance Common Stock; (ii) dividends paid by any of the Subsidiaries of each of CBC Allegiance and SCB CBTX to CBC or SCB Allegiance and CBTX or any of their wholly-owned Subsidiaries, respectively, ; (iii) dividends provided for and paid on the Allegiance Trust Preferred Securities in accordance with the terms thereof; (Biv) the acceptance of shares of CBC CBTX Common Stock or SCB Allegiance Common Stock, as the case may be, as payment for the exercise price of stock appreciation rights or stock options or for withholding Taxes incurred in connection with the exercise of stock appreciation rights or stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements;; or (v) redemptions, purchases or acquisitions of such securities pursuant to any repurchase plan or program approved by the Board of Directors of CBTX or Allegiance, as the case may be, as of the date hereof; (iiid) grant any stock options, stock appreciation rights, performance sharesstock options, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person person any right to acquire any shares CBTX Securities or CBTX Subsidiary Securities, in the case of capital stock CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, other equity than reasonable grants to any employee or voting securities officer (i) in connection with commencement of CBC employment, promotion or SCB change in responsibilities, (ii) in the ordinary course of business consistent with past practice or any (iii) by the payment of their respective Subsidiariesincentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business; (ive) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities CBTX Securities or CBTX Subsidiary Securities, in the case of CBC CBTX, or SCB Allegiance Securities or their respective SubsidiariesAllegiance Subsidiary Securities, in the case of Allegiance, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities CBTX Securities or CBTX Subsidiary Securities, in the case of CBC CBTX, or SCB Allegiance Securities or their respective SubsidiariesAllegiance Subsidiary Securities, in the case of Allegiance, except pursuant to the exercise of stock appreciation rights or stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms;terms; (cf) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than in the ordinary course of business, business or pursuant to contracts or agreements in force at the date of this Agreement;Agreement; (dg) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person person or the property or assets of any other Personperson, in each case, case other than a wholly-owned Subsidiary of CBC CBTX or SCBAllegiance, as applicable;applicable; (eh) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC CBTX Contract or SCB Allegiance Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC CBTX or SCBAllegiance, as the case may be, or enter into any contract that would constitute a CBC CBTX Contract or SCB an Allegiance Contract, as the case may be, if it were in effect on the date of this Agreement;Agreement; (fi) except as required under applicable Law law or the terms of any CBC CBTX Benefit Plan or SCB Allegiance Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend commence participation in, materially amend, cease participation in or terminate any CBC CBTX Benefit Plan or SCB Allegiance Benefit Plan, or any plan, program, agreement, contract, policy or arrangement that would be a CBC CBTX Benefit Plan or a SCB an Allegiance Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severancex) in the ordinary course of business consistent with past practice and (y) as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB CBTX Benefit Plan, Allegiance Benefit Plan, CBTX Contract or Allegiance Contract, as the case may be, ; (ii) increase the compensation or benefits payable to any current or former employee, officer, director or individual consultant, other than as set forth in Section 5.2(i) of the CBTX Disclosure Schedule or other than increases for to current employees with an annual base salary below $150,000 and officers (x) in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice responsibilities and to a level consistent with similarly situated peer employees, (y) in the ordinary course of business consistent with past practice or (z) by the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business; (iii) accelerate the vesting or payment of any equity-based awards or other compensation or benefits, compensation; (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, arrangement or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB CBTX Benefit Plan, Allegiance Benefit Plan, CBTX Contract or Allegiance Contract, as the case may be; (j) except as set forth in Section 5.2(j) of the CBTX Disclosure Schedule or except as set forth in Section 5.2(j) of the Allegiance Disclosure Schedule, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount amount, individually and for consideration not in excess of $25,000 individually or $50,000 in the aggregate aggregate, that is not material to CBTX or Allegiance, as applicable, and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation Entity or its Subsidiaries;to the receipt of regulatory approvals for the Merger or the Bank Merger on a timely basis; (hk) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;Code; (il) amend its articles certificate of incorporationformation, its bylaws or comparable governing documents of its Significant Subsidiaries;Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC; (jm) other than in prior consultation with the other party to this Agreement, materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported;reported; (kn) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP;GAAP; (lo) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Lawlaw, regulation or policies imposed by, or recommendation of, by any Governmental Entity;Entity; (mp) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing or similar agreement with respect to a material amount of Taxes, or settle or compromise any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes;Taxes; (oq) merge or consolidate itself or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC with any other than person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC; (r) take any action that is intended or expected to result in prior consultation with any of the other party conditions to this Agreementthe Merger set forth in ARTICLE VII not being satisfied, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; may be required by applicable law; or (ps) agree to take, make any commitment to take, or adopt any resolutions of its board Board of directors Directors or similar governing body in support of, any of the actions prohibited by this Section 4.025.2.

Forbearances. During Without limiting the period from the date generality of this Agreement to the Effective Time or earlier termination of this AgreementSection 5.1 above, except as set forth in Section 5.2 of the CBC Company Disclosure Schedule Letter or the SCB Parent Disclosure ScheduleLetter, as applicable, and except as expressly contemplated or permitted by this Agreement or as required by applicable Law, neither CBC the Company nor SCB Parent shall, and neither CBC the Company nor SCB Parent shall permit any of their respective its Subsidiaries to, without the prior written consent of Parent or the other party to this Agreement Company, as applicable (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned): (a) other than (i) federal funds borrowings other than dividends and Federal Home Loan Bank borrowingsdistributions by a direct or indirect Subsidiary to such Party or any direct or indirect wholly-owned Subsidiary of such Party, declare, set aside or pay any dividends on, make any other distributions in each case respect of, or enter into any agreement with a maturity not in excess respect to the voting of, any of six (6) months, its capital stock; (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock; , except upon the exercise of stock options or settlement of stock units that are outstanding as of the date of this Agreement in accordance with their present terms; or (iiiii) makepurchase, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase redeem or otherwise acquire, acquire any shares of its capital stock or other equity or voting securities or any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (other than the withholding of shares of common stock to satisfy the exercise price or obligations convertible Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the date of this Agreement in accordance with their present terms and such Party’s practices as of the date of this Agreement); (whether currently convertible b) issue, deliver, sell, pledge or convertible only after the passage of time otherwise encumber or the occurrence of certain events) or exchangeable into or exercisable for subject to any Lien any shares of its capital stock or stock, any other equity or voting securities, exceptincluding any restricted shares of its common stock, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiariessecurities convertible into, respectivelyor any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (Bother than (i) the acceptance issuance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of its common stock options or for withholding Taxes incurred in connection with upon the exercise of stock options or vesting of restricted shares, in each case that are outstanding as of the vesting date of this Agreement in accordance with their present terms; (ii) the issuance of up to 50,000 Company Stock Options to new employees in the ordinary course of business consistent with past practice; or settlement (iii) the issuance of Company Common Stock under the Company Stock Plan pursuant to the Company’s Director Compensation Plan existing on the date of this Agreement up to a fair market value of $225,000 in the aggregate); (c) amend its articles of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity compensation awardssecurities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, in each case, except for (i) acquisitions of Oil and Gas Properties, equipment, inventory or other assets related to the ownership or operation of Oil & Gas Properties in accordance the ordinary course of business consistent with past practice and (ii) acquisitions for amounts that, in the terms aggregate, do not exceed $5,000,000; provided, however, that no acquisition otherwise permitted by the foregoing clauses (i) or (ii) may be made to the extent it may reasonably be expected to prevent, materially delay or materially impede the consummation of the applicable award agreementstransactions contemplated by this Agreement; (iiie) grant any stock optionssell, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sellassign, transfer, lease, license, mortgage or otherwise encumber or otherwise permit subject to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible Lien (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable intoother than Permitted Liens), or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to or create any individual, corporation security interest in such assets or other entity other than properties that have a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Personfair market value in excess of $5,000,000 in the aggregate, in each case case, other than in the ordinary course of business consistent with past practice (including disposing of, selling, assigning, transferring, leasing, licensing, mortgaging or otherwise encumbering Oil and Gas Properties and related assets in the ordinary course of business consistent with past practice); (f) except for borrowings under the Credit Agreements that are incurred in the ordinary course of business consistent with past practice, or Indebtedness owed by any wholly-owned Subsidiary to such Party or any other wholly-owned Subsidiary of such Party, incur, redeem, prepay, repurchase, defease, cancel, or modify the terms of, any Indebtedness or assume, guarantee or endorse, or otherwise become responsible for the Indebtedness of any Person (other than any of its wholly-owned Subsidiaries); (g) make any loans or advances to any Person other than its wholly-owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (h) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or pursuant to contracts residual method, practice or agreements policy, in force at each case, in effect on the date of this Agreement, except as required by changes in GAAP or regulatory accounting principles; (di) except for foreclosure make investments in Persons (other than in any of its wholly-owned Subsidiaries or acquisitions any Related Entity) in excess of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith $5,000,000 in the ordinary course of businessaggregate, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms entering into binding agreements with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan investment or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiariesacquisition; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material claim or assessment from a Tax claim, audit, assessment or dispute Authority or surrender any material right to claim a refund of a material amount of Taxes; (ok) except as expressly permitted by any other provision of this Section 5.2 or as set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, terminate or waive any material provision of any Company Material Contract or Parent Material Contract, as applicable, other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms, or enter into or renew any agreement or contract or other binding obligation of such Party or its Subsidiaries containing (i) any restriction on the ability of such Party and its Subsidiaries, or, after the Merger, Parent and its Subsidiaries (including the Company), to conduct their businesses as presently conducted or currently contemplated to be conducted after the Merger or (ii) any restriction on such Party or its Subsidiaries, or, after the Merger, Parent and its Subsidiaries (including the Company), in prior consultation engaging in any type of activity or business; (l) (i) incur any capital expenditures or (ii) enter into any Contract obligating such Party to make capital expenditures, except, in each case, for (A) capital expenditures made in accordance with the other party to this Agreement, except such Party’s existing capital plan for loans or extensions of credit approved and/or committed 2013 as in effect as of the date of this Agreement (which plan is set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable); or (B) to the extent not reflected on such capital plan, capital expenditures not in excess of $5,000,000 in the aggregate with respect to the Company and $10,000,000 in the aggregate with respect to Parent; (m) except as required by agreements or instruments in effect on the date of this Agreement, alter in any material respect, fail to satisfy or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the date of this Agreement; (n) except as required by the terms of Company Benefit Plans or Company Employment Agreements, or the terms of Parent Benefit Plans or Parent Employment Agreements, as applicable, as in effect on the date of this Agreement or as required by applicable Law or as provided by this Agreement, or as in the ordinary course of business consistent with past practice, (i) grant or pay to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, any increase in compensation, except for annual or promotional salary or wage increases in the ordinary course of business consistent with past practice not to exceed, in the aggregate for all such increases, 10% of the aggregate wage and salary expense for the prior year to the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis, except Parent may grant or pay to both (A) the estate of its immediate past Chairman who served prior to April 19, 2013 the incentive bonuses for the fiscal year that ends June 30, 2013 and (B) its current Chairman, President and Chief Executive Officer the incentive bonuses for the fiscal year that ends June 30, 2013 and the fiscal year that will begin July 1, 2013, in accordance with the criteria previously approved by the Parent Board, which bonuses shall not exceed the individual amounts set forth in Section 5.2(n) of the Parent Disclosure Schedule; (ii) grant, pay, promise to pay, or enter into any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable, to pay, to any current or former director, officer, employee, consultant or service provider of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, any severance, retention, change in control or termination pay or any increase in actual or potential severance, retention, change in control or termination pay, except to Parent Employees who will be employed by Parent for six months or less following the Effective Time in an amount not to exceed $1,500,000 in the aggregate; (iii) increase the compensation or benefits provided or payable under any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable; (iv) modify the terms of any equity-based award granted under any Company Stock Plan or Parent Stock Plan, as applicable; (v) make any loan greater than $7,500,000discretionary contributions or payments with respect to any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, make as applicable, to any sponsored finance loan greater than $3,000,000trust or other funding vehicle; (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, purchase a participation in officer, employee or consultant of the Company or any loan of its Subsidiaries or pool Parent or any of loansits Subsidiaries, as applicable, or renew otherwise pay any loan greater amounts not due such individual, except to Parent Employees who will be employed by Parent for six months or less following the Effective Time; (vii) enter into any new or amend or modify any existing Company Employment Agreement or Parent Employment Agreement, as applicable, (or agreement that would be a Company Employment Agreement or Parent Employment Agreement, as applicable, if in effect on the date of this Agreement), other than employment agreements for new hires with an annual compensation not exceeding $7,500,000250,000 in the aggregate; (viii) establish any new or amend or modify any existing Company Benefit Plans or Parent Benefit Plans, as applicable, (or plans that would be a Company Benefit Plan or Parent Benefit Plan, as applicable, if in effect on the date of this Agreement); or (ix) establish, adopt or enter into any collective bargaining agreement; (o) except as set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, pay, discharge, settle, waive, release or assign or compromise any legal action, litigation, arbitration, suit, investigation or proceeding, other than any such payment, discharge, settlement or compromise (i) that involves solely money damages in an amount not in excess of $5,000,000 in the aggregate, and that does not create binding precedent for other pending or potential legal action, litigation, arbitration or proceeding, or (ii) renew for more than 12 months pursuant to the terms of any loans greater than $1,000,000 rated “special mention” or worse; orContract in effect on the date of this Agreement (copies of which have been provided to the Other Party prior to the date of this Agreement); (p) take any action, or knowingly fail to take any action within its control, which action or failure to act would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (q) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such Party or any of its Subsidiaries (other than the Merger); (r) fail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (s) enter into any hedging Contracts not in the ordinary course of business consistent with past practice; (t) purchase or otherwise acquire, directly or indirectly (including by way of providing financing), any Equity Interests in the Other Party or any of the Other Party’s Subsidiaries; or (u) commit or agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited contemplated by this Section 4.025.2(a) through (t) above.

Forbearances. During the period from the date Signing Date until the earlier of this Agreement to the Effective Time or earlier termination of and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 9.1, except as set forth in the CBC Disclosure Schedule may be required by Law or the SCB Disclosure Schedulea Governmental Entity, as required or expressly contemplated or permitted by this Agreement or as required by Lawset forth in the BCIC Disclosure Schedule or the TCPC Disclosure Schedule, neither CBC nor SCB shallas applicable, and neither CBC nor SCB acting in a manner consistent with Section 6.1, each of BCIC and TCPC shall not, and shall not permit any of their respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of the other party to this Agreement TCPC Special Committee (such in the case of BCIC) and the BCIC Special Committee (in the case of TCPC) (in the case of each special committee, which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayedwithheld): (a) other Other than pursuant to the BCIC dividend reinvestment plan, as in effect as of the Signing Date, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess any shares of six (6) monthsits capital stock, (ii) depositsany BCIC Voting Debt or TCPC Voting Debt, as applicable, or other voting securities or (iii) issuances of letters of creditany securities convertible into or exercisable or exchangeable for, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries other Rights to CBC or acquire, any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation such shares or other entity;securities. (b) (i) adjustMake, split, combine or reclassify any shares of capital stock; (ii) makeauthorize, declare, pay or set a record date for aside any dividenddividend in respect of, or declare or make any other distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly cash distributions payable on a quarterly basis consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or directly distribution necessary for such party to maintain its qualification as a RIC or indirectly redeemto avoid the imposition of any income or excise tax, purchase as reasonably determined by such party, including to the extent such party reasonably determines to declare any such dividends or distributions prior to its fiscal year end, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of such party to another direct or indirect wholly owned Consolidated Subsidiary of such party, or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shareswarrants or options to acquire, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its such capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms;stock. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties assets or assets to any individualproperties, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter intosales, establishtransfers, adoptleases, amend mortgages, encumbrances or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) dispositions in the ordinary course of business consistent with past practice practices and such party’s investment objectives and policies as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan publicly disclosed or SCB Benefit Plan, as the case may be, (ii) increase encumbrances required to secure Permitted Indebtedness of such party or any of its Consolidated Subsidiaries outstanding as of the compensation Signing Date pursuant to the terms of such Indebtedness as in effect as of the Signing Date. (d) Except for the Merger, acquire or benefits payable agree to acquire all or any current portion of the assets, business or former employeeproperties of any other Person, director whether by merger, consolidation, purchase or individual consultantotherwise or make any other investments, other than increases for current employees with an annual base salary below $150,000 except in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, transaction conducted in the ordinary course of business consistent with past practice practices and to a level consistent with similarly situated peer employees, such party’s investment objectives and policies as publicly disclosed. (iiie) accelerate Amend the vesting BCIC Certificate or the BCIC Bylaws (in the case of BCIC) or the TCPC Certificate or the TCPC Bylaws (in the case of TCPC) or any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement governing documents or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant any of such party’s Consolidated Subsidiaries;. (jf) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as may be required by applicable Law, GAAP;, the SEC or applicable regulatory requirements. (lg) enter Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (h) Take any action or knowingly fail to take any action that would, or would reasonably be expected to, (i) materially delay or materially impede the ability of the parties to consummate the Transactions or (ii) prevent the Merger from qualifying for the Intended Tax Treatment. (i) Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the Signing Date and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or agree to make any new line capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business or, consistent with past practices and such party’s investment objectives and policies as publicly disclosed. (k) (i) File or amend any material Tax Return other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies ; (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (nii) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt ; or change (iii) settle or compromise any material Tax accounting methodliability or refund. (l) Take any action, file or knowingly fail to take any material amended Tax Returnaction, which action or failure to act is reasonably likely to cause such party to fail to qualify or not be subject to taxation as a RIC. (m) Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than (i) the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed or as permitted by Section 6.2(i), enter into any closing agreement with respect to Contract that would otherwise constitute a material amount BCIC Material Contract, in the case of TaxesBCIC, or settle any material Tax claima TCPC Material Contract, auditin the case of TCPC, assessment or dispute or surrender any material right had it been entered into prior to claim a refund of Taxes;the Signing Date. (o) other Other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, connection with the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew for more or agree to any material amendment of, change in or waiver under any BCIC Material Contract, in the case of BCIC, or TCPC Material Contract, in the case of TCPC (other than 12 months any loans greater than $1,000,000 rated “special mention” BCIC Material Contract or worse; orTCPC Material Contract, as applicable, related to Permitted Indebtedness). (p) agree to takeSettle any Proceeding against it, make except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any commitment to takeinsurance proceeds actually received), (ii) would not impose any material restriction on the conduct of business of it or adopt any resolutions of its board of directors Consolidated Subsidiaries or, after the Effective Time, TCPC, the Surviving Company or similar governing body in support of, any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (q) (i) Pay, discharge or satisfy any Indebtedness for borrowed money, other than the actions prohibited by this Section 4.02payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the Signing Date or (ii) cancel any material Indebtedness.

Forbearances. During the period from the date of this Agreement to through the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC its Disclosure Schedule or the SCB Disclosure Schedule, Letter and except as expressly contemplated or permitted by this Agreement or as required by LawAgreement, neither CBC nor SCB Party shall, and neither CBC nor SCB Party shall permit any of their respective its Subsidiaries to, without the prior written consent Consent of the other party to this Agreement Party (such consent which Consent shall not to be unreasonably withheld, conditioned withheld or delayed): (a) other than amend its Organizational Documents (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other handexcept as provided herein), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 4.3, (i) adjust, split, combine or reclassify any shares of capital stock; , (ii) make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securitiesstock, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant or issue any stock optionsRights, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant (iv) issue any Person any right to acquire any additional shares of capital stock stock, or other equity (v) make any change in any instrument or voting securities Contract governing the terms of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, business or pursuant to contracts or agreements Contracts in force at the date of or permitted by this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or Agreement and other than in satisfaction of debts previously contracted in good faith in the ordinary course of businessfaith, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, purchase of any property or formation of a joint venture or otherwiseassets) any other Person or the property or assets of any other Person, in each case, other than its wholly owned Subsidiaries; (d) enter into any new line of business, or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies that are material to it and its Subsidiaries, taken as a wholly-owned Subsidiary of CBC whole, except as required by applicable Law or SCB, as applicableany regulations or policies imposed on it by any Governmental Authority; (e) sell, transfer, mortgage, encumber or otherwise dispose of any part of its business or any of its properties or assets to any Person other than a wholly owned Subsidiary, or cancel, release or assign any indebtedness to any Person other than a wholly owned Subsidiary or any claims against any Person other than a Subsidiary, except in each case except for transactions the ordinary course of business or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 4.2(e) of its Disclosure Letter or as may be required in connection with complying with its respective obligations under Section 4.4; (f) other than in the ordinary course of business: incur any indebtedness for borrowed money; assume, terminateguarantee, materially amend, endorse or waive otherwise as an accommodation become responsible for the obligations of any material provision of, any CBC Contract or SCB Contract, as the case may be, Person; or make any change in any instrument loan or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeeadvance; (g) settle other than in consultation with the other Party, restructure or make any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or change to its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporationinvestment securities portfolio, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (h) other than in the ordinary course of business, terminate or waive, or knowingly fail to use reasonable best efforts to enforce, any material provision of any Material Contract other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; (i) other than as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable law, (i) increase in any manner the compensation or fringe benefits of any of its officers, employees or directors other than with respect to employees who are not directors or executive officers and then only in the ordinary course of business consistent with past practice, (ii) pay any pension or retirement allowance not required by any existing Compensation and Benefit Plan or Contract to any such officers, employees or directors, (iii) become a party to, amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment agreement with or for the benefit of any officer, employee or director other than with respect to employees who are not directors or executive officers and then only in the ordinary course of business consistent with past practice, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to Regions Stock Plans in the case of Regions, and Rights pursuant to AmSouth Stock Plans in the case of AmSouth; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount, individually or in the aggregate for all such settlements, that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; (k) implement or adopt any change in its Tax or financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) enter into file or amend any new line of business or, other than Tax Return except in the ordinary course of business consistent with past practice, change in business; settle or compromise any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) Tax Liability; make, change or revoke any material Tax election, change ; agree to an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement extension of the statute of limitations with respect to a material amount of Taxes, or settle any material Tax claim, audit, the assessment or dispute collection of material Taxes; or make or surrender any claim for a material right to claim a refund of Taxes; (om) other than knowingly take, or knowingly omit to take, any action that is reasonably likely to result in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as any of the date conditions to the Merger set forth in Article 5 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 4.2(m) shall preclude any Party from exercising its respective rights under Section 4.11; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of this Agreement, (iSection 368(a) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worsethe Internal Revenue Code; or (po) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited to it by this Section 4.024.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Lakeland Disclosure Schedule or the SCB Provident Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw (including the Pandemic Measures), neither CBC Lakeland nor SCB Provident shall, and neither CBC Lakeland nor SCB Provident shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, months and (ii) deposits, (iii) issuances of deposits or other customary banking products such as letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC Lakeland or any of its wholly-owned Subsidiaries to CBC Lakeland or any of its wholly-owned Subsidiaries, on the one hand, or of SCB Provident or any of its wholly-owned Subsidiaries to SCB Provident or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Lakeland at a rate not in excess of $0.145 per share of Lakeland Common Stock, (B) regular quarterly cash dividends by Provident at a rate not in excess of $0.24 per share of Provident Common Stock, (C) dividends paid by any of the Subsidiaries of each of CBC Lakeland and SCB Provident to CBC Lakeland or SCB Provident or any of their wholly-owned Subsidiaries, respectively, and (BD) regular distributions on outstanding trust preferred securities in accordance with their terms or (E) the acceptance of shares of CBC Lakeland Common Stock or SCB Provident Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person person any right to acquire any shares of capital stock or other equity or voting securities of CBC Lakeland or SCB Provident or any of their respective Subsidiaries;, (A) in the case of Lakeland, except as set forth on Section 5.2(b)(iii) of the Lakeland Disclosure Schedule and (B) in the case of Provident, in the ordinary course consistent with past practices or except as set forth on Section 5.2(b)(iii) of the Provident Disclosure Schedule; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC Lakeland or SCB Provident or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC Lakeland or SCB Provident or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties properties, deposits or assets or any business to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person person or the property property, deposits or assets of any other Personperson, in each case, other than a wholly-owned Subsidiary of CBC Lakeland or SCBProvident, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Lakeland Contract or SCB Provident Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC Lakeland or SCBProvident, or enter into any contract that would constitute a CBC Lakeland Contract or SCB Provident Contract, if it were in effect on the date of this Agreement; (f) in the case of Lakeland only, except as required under applicable Law or law, the terms of any CBC Benefit Plan or SCB Lakeland Benefit Plan existing as of the date hereof, as applicablehereof or set forth on Section 5.2(f) of the Lakeland Disclosure Schedule, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Lakeland Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Lakeland Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Lakeland Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Lakeland Benefit Plan, (vi) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Lakeland Benefit Plan that is required by applicable law to be funded or change the manner in which contributions to such plan are made or the basis on which such contributions are determined, except as may be required by generally accepted accounting principles, (vii) terminate the case may beemployment or services of any employee with an annual base salary equal to or in excess of $150,000, other than for cause, or (viviii) hire or promote any employee with an annual base salary equal to or in excess of $150,000150,000 (other than as a replacement hire or promotion on substantially similar terms of employment as the departed employee), or significantly change the responsibilities assigned to any such employee; (g) (i) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 500,000 individually or $50,000 2,000,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries, or (ii) in the case of Lakeland only, enter into any Specified Order; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger and the Holdco Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles certificate of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance or BOLI portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Lawlaw, regulation or policies imposed by, or recommendation of, by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Personperson, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (po) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.025.2.

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except as expressly permitted by this Agreement (including as set forth in Section 4.2 of the CBC Merchants Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement Letter) or as required by applicable Law, neither CBC nor SCB shallMerchants shall not, and neither CBC nor SCB shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party to this Agreement Community (such which consent shall not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC amend or propose to amend its Organizational Documents or any resolution or agreement concerning indemnification of its wholly-owned Subsidiaries to CBC directors or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entityofficers; (b) (i) adjust, split, combine combine, subdivide or reclassify any shares of capital stock; , (ii) make, declare, set aside or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or stock, other equity or voting securities, except, in each case, than (A) dividends paid by any of the Subsidiaries of each of CBC and SCB Merchants to CBC or SCB Merchants or any of their its wholly-owned Subsidiaries, respectively, and (B) regular quarterly cash dividends by Merchants at a rate not in excess of $0.28 per share of Merchants Common Stock with record and payment dates consistent with the acceptance comparable quarters in the prior year (subject to Section 4.20) and (C) acquisitions of shares of CBC Merchants Common Stock resulting from the forfeiture of Merchants Restricted Shares (including for purposes of tax withholding upon vesting) or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the net exercise of stock options Merchants Stock Options or the vesting or settlement of equity compensation awardsMerchants Warrants, in each casecase outstanding as of the date hereof, in accordance with past practice and the their terms as of the applicable award agreements; date hereof, (iii) grant or issue any stock optionsRights, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber issue or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable intooutstanding, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or exercisable forauthorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock or Rights, other equity or voting securities, including any securities than issuances of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to Merchants Common Stock upon the exercise of stock options Merchants Stock Options or the vesting or settlement of equity compensation awards Merchants Warrants, in each case outstanding as of the date hereof or granted after pursuant to their terms as of the date hereof to hereof, or (iv) make any change in any instrument or Contract governing the extent authorized under this Agreement, in each case accordance with their termsterms of any of its securities; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of businessbusiness consistent with past practice, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of assets) in any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (ed) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; charge off (f) except as may otherwise be required under applicable by Law or the terms of any CBC Benefit Plan by Regulatory Authorities or SCB Benefit Plan existing as of the date hereof, as applicable, by GAAP) or sell (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) except in the ordinary course of business consistent with past practice and as would not reasonably practices) any of its portfolio of Loans; (e) terminate or allow to be expected terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness owing to materially increase it or any claims that it may have possessed with respect to the cost repayment of benefits under any such CBC Benefit Plan material indebtedness, or SCB Benefit Planwaive any right of substantial value or discharge or satisfy any material noncurrent Liability (except as may otherwise be required by Law or Contract in effect as of the date hereof or entered into after the date hereof in accordance with the terms of this Agreement); (f) enter into any new line of business, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilitiesany material respect its lending, in each caseinvestment, underwriting, risk and asset liability management or other banking and operating policies, except as required by applicable Laws or any policies imposed on it by any Governmental Authority; (g) except in the ordinary course of business consistent with past practice and practice: (i) lend any money or pledge any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise; (ii) mortgage or otherwise subject to a level consistent with similarly situated peer employeesany Lien, encumbrance or other Liability any of its assets; (iii) accelerate except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $50,000 in the vesting of any equity-based awards aggregate for Merchants and its Subsidiaries; or other compensation or benefits, (iv) enter into any newtransfer, agree to transfer or grant, or amend agree to grant, a license to, any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires of its material Intellectual Property; (h) other than in the ordinary course of business consistent with past practice practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that do not provide for enhanced purposes of this Section 4.2(h), "short-term" shall mean maturities of six (6) months or change in control severanceless)); or assume, (v) fund guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the CodePerson; (i) amend its articles other than purchases of incorporationinvestment securities in the ordinary course of business consistent with past practice, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (j) terminate, or waive any material provision of, any Contract described in Section 3.2(k) other than normal renewals of Contracts without materially adverse changes of terms, or otherwise amend or modify any such Contract; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; Merchants Benefit Plans as in effect at the date of this Agreement or as expressly contemplated in this Agreement, (li) adopt, enter into into, establish, terminate or amend any new line of business Benefit Plan with respect to any director, officer or other Service Provider with an annual base salary or wages that is reasonably anticipated to exceed $125,000 or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio any other Service Provider, (ii) change the compensation or benefits of any director, officer or other Service Provider with an annual base salary or wages that is reasonably anticipated to exceed $125,000 or, other than in the ordinary course of business consistent with past practice, of any other Service Provider, (iii) adopt or enter into any collective bargaining agreement or any segment other similar agreement with any labor organization, group or association, (iv) adopt, enter into, establish, amend or grant any employment, severance, change in control, termination, deferred compensation, pension or retirement arrangement, (v) grant or pay any incentive compensation, (vi) accelerate any rights or benefits under any Merchants Benefit Plan, including accelerating the vesting of, or the lapsing of restrictions with respect to, any Merchants Restricted Shares or Merchants Stock Options or (vii) hire or terminate (other than for cause) any director, officer, or any other Service Provider with annual base salary or wages that is reasonably anticipated to exceed $125,000; (l) commence, settle or agree to settle any Litigation, except in the ordinary course of business consistent with past practice that (i) involves only the payment of money damages not in excess of $50,000 individually or $200,000 in the aggregate, (ii) does not involve the imposition of any equitable relief on, or the admission of wrongdoing by, Merchants or the applicable Subsidiary thereof), and (iii) would not create precedent for claims that are reasonably likely to be material to Merchants or any of its Subsidiaries; (m) revalue any of its assets or change any method of accounting or accounting practice used by it, other than changes required by GAAP or the FDIC or any Regulatory Authority; (i) file any Tax Return except in the ordinary course of business consistent with past practice or amend any Tax Return; (ii) settle or compromise any Tax Liability; (iii) make, change or revoke any Tax election or change any method of Tax accounting, except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; ; (miv) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any "closing agreement agreement" as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law); (v) surrender any claim for a refund of Taxes; or (vi) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans change its fiscal or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; orTax year; (p) merge or consolidate with any other Person; (q) acquire assets outside of the ordinary course of business consistent with past practice from any other Person with a value or purchase price in the aggregate in excess of $50,000; (r) enter into any Contract that would have been required to be disclosed in Section 3.2(k) of the Merchants Disclosure Letter had it been entered into prior to the execution of this Agreement; (s) make any changes in the mix, rates, terms or maturities of Merchants Bank's deposits or other Liabilities, except in a manner and pursuant to policies consistent with past practice and competitive factors in the market place; open any new branch or deposit taking facility; or close, relocate or materially renovate any existing branch or facility; (t) make any Loans, or enter into any commitments to make Loans, which vary other than in immaterial respects from its written Loan policies, a true and correct copy of which policies has been provided to Community; provided, that this covenant shall not prohibit Merchants Bank from extending or renewing Loans in the ordinary course of business consistent with past lending practices or in connection with the workout or renegotiation of Loans currently in its Loan portfolio; (u) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (v) renew or enter into any non-compete, exclusivity, non-solicitation or similar agreement that would restrict or limit, in any material respect, the operations of Merchants or any of its Subsidiaries or, after the Effective Time, Community or any of its Subsidiaries; (w) waive any material benefits of, or agree to take, make modify in any commitment to takeadverse respect, or adopt fail to enforce, or consent to any resolutions matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement to which Merchants or any of its board Subsidiaries is a party; (x) engage in (or modify in a manner adverse to Merchants or its Subsidiaries) any transactions (except for any ordinary course banking relationships permitted under applicable Law) with any Affiliate or any director or officer thereof (or any Affiliate or immediate family member of directors any such Person or similar governing body any Affiliate of such Person's immediate family members); (y) except in support ofthe ordinary course of business consistent with past practice, enter into any new lease of real property or amend the terms of any existing lease of real property; (z) incur or commit to incur any capital expenditure or authorization or commitment with respect to them that, in the aggregate is in excess of $1,000,000, except as disclosed in the annual business plan or budget previously disclosed to Community or in the ordinary course of business consistent with past practice; (aa) take any action or knowingly fail to take any action where such action or failure to act would reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; or (bb) agree or commit to take any of the actions prohibited by this Section 4.024.2.

Forbearances. During the period from the date Commencing upon execution of this Agreement and continuing through to the Effective Time earlier of the Closing or earlier the termination of this AgreementAgreement pursuant to Section 9.1, except as set forth in Section 6.2 of the CBC Company Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by LawAgreement, neither CBC nor SCB shallthe Company shall not, and neither CBC nor SCB the Company shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party to this Agreement Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiariesmoney, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance, in excess of $5,000,000 in the aggregate; (ib) adjust, split, combine or reclassify any shares of capital stock, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction; (iic) make, declare, declare or pay any dividend other than dividends or set distributions by a record date for any dividenddirect or indirect wholly owned Subsidiary of the Company to its parent or to another direct or indirect wholly owned Subsidiary of the Company, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquireacquire or encumber, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securitiesstock, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred except in connection with cashless exercises or similar transactions pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice issued and the terms outstanding as of the applicable award agreementsdate hereof under the Company Stock Plans; (iiid) subject to Section 6.2(l), grant to any stock optionsindividual, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares corporation or other equity-based awards or interests, or grant any Person entity any right to acquire shares of its capital stock; (e) issue any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective SubsidiariesCompany, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof under the Company Stock Plans, or granted after any other securities convertible into shares of Company Common Stock issued and outstanding as of the date hereof to the extent authorized under this Agreement, and in each case accordance with their its terms; (cf) INTENTIONALLY LEFT BLANK (g) amend or terminate the Rights Agreement, other than in connection with a transaction entered into pursuant to Section 9.1(e); (h) sell, transfer, mortgage, encumber or otherwise dispose of any of its lines of business or any of its material properties or assets to any individual, corporation or other entity entity, other than to a wholly-wholly owned Subsidiary, or cancel, release or assign any material indebtedness to any such Person person or any claims held by any such Personperson, in each case other than in the ordinary course of business, or except pursuant to contracts or agreements in force at the date thereof or, in the case of this Agreementcancellation or release of material indebtedness, as a result of debt collections; (di) except for foreclosure pay, or acquisitions agree to pay, cash consideration of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith more than $25,000,000 in the ordinary course of businessaggregate, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than to a wholly-wholly owned Subsidiary of CBC the Company or SCB, as applicableany wholly owned Subsidiary thereof; (ej) in each case except for transactions in the ordinary course of business, terminate, materially amend, or amend or waive any material provision of, any CBC Contract or SCB Company Contract, as the case may be, or make any material change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC lease or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreementcontract; (fk) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Company Benefit Plan, or amend the terms of any outstanding equity based award; (i) establish, or increase compensation or benefits provided under, or make any payment not required by, any stay, bonus, incentive, insurance, severance, termination, change of control, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards or similar instruments), stock purchase or other employee benefit plan, program, policy, or agreement or arrangement or (ii) otherwise increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided to any of its current or former directors, officers, employees, consultants or service providers or those of any Subsidiary, or otherwise pay any amounts not due such individual, (iii) enter into any new or amend any existing employment or consulting agreement with any director, officer, employees, consultants or service provider or retain the services of any such person if the compensation (base and bonus) shall exceed $250,000 or (iv) establish, adopt or enter into any collective bargaining agreement, except in each of clauses (i) and (ii), as may be required to comply with applicable law or existing contractual arrangements; (m) settle any material claim, action or proceeding; (n) amend its certificate of incorporation or its bylaws or, in the case of the Company, enter into any agreement with its stockholders in their capacity as such; (o) take any action that is intended or would reasonably be a CBC Benefit Plan expected to result in any of its representations and warranties set forth in this Agreement being or a SCB Benefit Plan if becoming untrue such that the condition set forth in effect on the date hereof, Section 8.3(a) shall be incapable of satisfaction; (p) other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected practice, (i) sell, assign, otherwise transfer, sublicense or enter into any material license agreement with respect to any Company Intellectual Property used by it in its business or buy or enter into any material license agreement with respect to Third Party Intellectual Property; (ii) sell, license or transfer to any person or entity any material rights to any Company Intellectual Property Rights used by it in its business; or (iii) enter into or materially increase the cost of benefits under amend any such CBC Benefit Plan or SCB Benefit PlanCompany Contract, as the case may be, (ii) increase the compensation pursuant to which any other party is granted marketing or benefits payable distribution rights of any type or scope with respect to any current material products or former employee, director services of its or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion any of its Subsidiaries; (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (ivq) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement "non-compete" or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, materially restrict the business businesses of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries following the Effective Time or that reasonably would be expected to restrict the businesses of Parent and its Subsidiaries (excluding the Surviving Corporation and its Subsidiaries); (hr) take adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity, other than in relation to a wholly owned Subsidiary of the Company or any action wholly owned Subsidiary thereof, and other than a merger of a wholly owned Subsidiary of the Company or knowingly fail any wholly owned Subsidiary thereof with or into a third party in which the sole consideration to take any action where be issued in such action or failure transaction to act could reasonably be expected such third party is cash solely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(aextent such transaction is permitted by, and is in accordance with, clause (i) of the Codethis Section 6.2; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (ks) implement or adopt any change in its accounting principles, practices or methods, other than as consistent with or as may be required by GAAPlaw, GAAP or regulatory guidelines; (lt) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in settle or compromise any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting methodfor Taxes, file any material amended Tax Return, file any material Tax Return in a materially inconsistent manner with past practice (except as otherwise required by law), make any material Tax election (other than in the ordinary course of business) or change any material method of accounting for Tax purposes; (u) enter into any closing agreement with respect to a material amount of Taxesnew, or settle amend or otherwise alter any material Tax claimcurrent, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worseCompany Affiliate Transaction; or (pv) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.026.2.

Forbearances. During the period from the date of this Agreement to until the Effective Time or earlier of the termination of this AgreementAgreement pursuant to Article 6 or the Effective Time, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawotherwise indicated in this Section 4.2, neither CBC nor SCB shall, and neither CBC nor SCB the Company shall permit any of their respective Subsidiaries tonot, without the prior written consent of the other party to this Agreement chief executive officer or chief financial officer of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in amend the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC Company’s or its Subsidiaries’ Organizational Documents or any resolution or agreement concerning indemnification of its wholly-owned Subsidiaries to CBC their respective directors or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entityofficers; (b) except for Permitted Issuances and except as provided in Section 4.3, (i) adjust, split, combine combine, subdivide or reclassify any shares of capital stock; , (ii) make, declare, set aside or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its Company Capital Stock or capital stock or other equity or voting securities, except, in each case, (A) dividends paid by of any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned its Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares Company Options or other equity-based awards or interestsRights, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable intolease, license, guarantee, encumber, or exercisable forauthorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its Company Capital Stock or capital stock or other equity or voting securities, including of any securities of CBC or SCB or their respective Company’s Subsidiaries, or (v) make any options, warrants, change in any instrument or other rights Contract governing the terms of any kind to acquire any shares of capital stock Company’s or other equity or voting its Subsidiaries’ securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, business or pursuant to contracts or agreements Contracts in force at the date of of, or permitted by, this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of assets) in any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (ed) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; charge off (f) except as may otherwise be required under applicable Law by law or the terms of any CBC Benefit Plan by regulatory authorities or SCB Benefit Plan existing as of the date hereof, as applicable, by GAAP) or sell (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) except in the ordinary course of business consistent with past practice practices) any of its portfolio of loans, discounts or financing leases, or sell any asset held as other real estate or other foreclosed assets for an amount materially less than 100% of its book value; (e) terminate or allow to be terminated any of the policies of insurance the Company and as would not reasonably be expected its Subsidiaries maintain on their respective businesses or Properties, cancel any material indebtedness owing to materially increase the cost Company or its Subsidiaries or any claims that the Company or its Subsidiaries may have possessed, or waive any right of benefits under substantial value or discharge or satisfy any such CBC Benefit Plan or SCB Benefit Planmaterial noncurrent liability; (f) enter into any new line of business, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilitiesthe Company’s or its Subsidiaries’ lending, in each caseinvestment, underwriting, risk and asset liability management, loan loss reserve and other banking and operating policies, except as required by applicable Laws or any policies imposed on it by any Governmental Authority; (g) except in the ordinary course of business consistent with past practice and practices: (i) lend any money or pledge any of the Company’s or its Subsidiaries’ credit in connection with any aspect of the Company’s or its Subsidiaries’ businesses whether as a guarantor, surety, issuer of a letter of credit or otherwise, (ii) mortgage or otherwise subject to a level consistent with similarly situated peer employeesany lien, encumbrance or other liability any of the Company’s or its Subsidiaries’ assets, (iii) accelerate sell, assign or transfer any of its assets in excess of $25,000 in the vesting of any equity-based awards aggregate or other compensation or benefits, (iv) enter into incur any newmaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or amend cancel, release or assign any existingindebtedness of any Person or any claims against any Person, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires except (A) in the ordinary course of business consistent with past practice that do not provide for enhanced or change (B) pursuant to Contracts in control severanceforce as of the date of this Agreement and disclosed in Section 4.2(g) of the Company Disclosure Letter or transfer, (v) fund any rabbi trust agree to transfer or similar arrangementgrant, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal agree to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material grant a license to, any of the business of it or its Subsidiaries or the Surviving Corporation Company’s or its Subsidiaries’ material Intellectual Property; (h) take other than in the ordinary course of business, incur any action indebtedness for borrowed money other than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six months or knowingly fail to take less); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the CodePerson; (i) amend its articles of incorporationother than in consultation with Parent, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reportedreported except in the ordinary course, consistent with past practices; (j) enter into any Contract other than renewals of Contracts of terms for less than one year and without any other materially adverse change in terms and, other than in the ordinary course of business, terminate or waive any material provision of any Contract other than normal nonrenewals of Contracts in accordance with their terms; (k) implement other than in the ordinary course of business or adopt as required by Benefit Plans and Contracts as in effect at the date of this Agreement, (i) increase in any manner the compensation or fringe benefits of any of the Company’s or its Subsidiaries’ officers, employees or directors, (ii) pay any pension or retirement allowance not required by any existing Benefit Plan or Contract to any such officers, employees or directors, (iii) become a party to, amend or commit to any Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment agreement with or for the benefit of any such officer, employee or director, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to any Company Stock Plan; (l) settle any material Litigation; (m) revalue any of the Company’s or any of its Subsidiaries’ assets or materially change in any method of accounting or accounting practice used by it or any of its accounting principles, practices or methodsSubsidiaries, other than as may be changes required by GAAP; (ln) file or amend any Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; or make, change or revoke any material Tax election or change any method of Tax accounting, except as required by applicable Law; (o) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 5 not being satisfied, except as may be required by applicable Law; (p) merge or consolidate the Company or any of its Subsidiaries with, or sell or otherwise transfer the issued and outstanding stock of the Company or any of its Subsidiaries to, any Person; (q) acquire assets outside of the ordinary course of business not consistent with past practices from any other Person with a value or purchase price in the aggregate in excess of $50,000, other than purchase obligations pursuant to Contracts to the extent in effect immediately prior to the execution of this Agreement and described in Section 4.2(q) of the Company Disclosure Letter; (r) make any adverse changes in the mix, rates, terms or maturities of the Bank’s deposits or other Liabilities; (s) make any extension of credit that, when added to all other extensions of credit to a borrower and its affiliates, would exceed applicable regulatory lending limits; (t) make any loans, or enter into any new line of business orcommitments to make loans, which vary other than in immaterial respects from its written loan policies, a true and correct copy of which policies has been provided to Parent; provided, that this covenant shall not prohibit the Bank from extending or renewing credit or loans in the ordinary course of business consistent with past practice, change lending practices or in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change connection with the workout or renegotiation of loans currently in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio portfolio; provided further, that the Company will allow a representative of Parent to be present for informational purposes only at all meetings of the Board of Directors or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself committee of the Bank at which the Board of Directors or any committee thereof will vote on proposed new or renewal loans or investments and such Parent representative shall not take part in discussions or voting on any matters presented at such meetings (in furtherance of its Significant Subsidiaries with any other Personwhich, or restructurethe Company has, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation concurrently with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date execution of this Agreement, provided to Parent a calendar of such board or committee meetings of the Bank, and will promptly provide to Parent any updates to such calendar after the date hereof); (iu) make take any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool action that at the time of loanstaking such action is reasonably likely to prevent, or renew any loan greater than $7,500,000would be reasonably likely to interfere with, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worsethe consummation of the Merger; or (pv) agree to take, make enter into any agreement or commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.024.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC HBE Disclosure Schedule Schedules or the SCB SFS Disclosure ScheduleSchedules, as the case may be, and, except as expressly contemplated or permitted by this Agreement Agreement, the Plan of Merger or as required by Lawthe HBE Stock Option Agreement, neither CBC SFS nor SCB HBE shall, and neither CBC nor SCB shall SFS or HBE permit any of their respective the SFS Subsidiaries or the HBE Bank, respectively to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, (i) incur any indebtedness for borrowed money (other than pursuant to existing lines of credit or short-term indebtedness incurred in the ordinary course of business consistent with past practice, indebtedness of CBC HBE to the HBE Bank or of the HBE Bank to HBE, or indebtedness of SFS to any of its wholly-owned the SFS Subsidiaries or of any of the SFS Subsidiaries to CBC or any SFS, it being understood and agreed that incurrence of its wholly-owned Subsidiariesindebtedness in the ordinary course of business shall include, on without limitation, the one handcreation of deposit liabilities, or purchases of SCB or any Federal funds, Federal Home Loan Bank borrowings, sales of its wholly-owned Subsidiaries to SCB or any certificates of its wholly-owned Subsidiaries, on the other handdeposit and entering into repurchase agreements), or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; or (iii) make any loan or advance; (b) (i) adjust, split, combine or reclassify any shares of capital stock; , (ii) make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of SFS, for regular quarterly cash dividends at a rate not in excess of $0.12 per share of SFS Common Stock, and (B) in the case of HBE, for regular quarterly cash dividends at a rate not in excess of $0.10 per share of HBE Common Stock); (iii) directly or indirectly redeem, purchase or otherwise acquire, acquire any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, stock; (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iiiiv) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, rights or grant any Person individual, corporation or other entity any right to acquire any shares of its capital stock stock, or other equity or voting securities of CBC or SCB or (v) issue any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to (A) the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under of this Agreement, in each case accordance with their termsor (B) the HBE Stock Option Agreement); (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than except in the ordinary course of business, business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of businessbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than a wholly-owned Subsidiary of CBC thereof or SCB, as applicableany existing joint venture to which HBE or SFS is a party; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) other than in the ordinary course of business consistent with past practice, or as would not reasonably be expected to materially required by law, increase the cost of benefits under in any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase manner the compensation or fringe benefits payable of any of its employees, or pay any pension or retirement allowance not required by any existing plan or agreement to any current such employees or former become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee; (g) grant, director amend or individual consultantmodify in any material respect any stock option, stock awards or other stock based compensation, except as contemplated in Section 1.5(c) hereof; (h) pay, discharge or satisfy any material claims, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) the payment, discharge or change in responsibilities, in each casesatisfaction, in the ordinary course of business consistent with past practice (which includes the payment of final and to a level consistent unappealable judgments) or in accordance with similarly situated peer employeestheir terms, (iii) accelerate the vesting of any equity-based awards liabilities reflected or other compensation or benefits, (iv) enter into any newreserved against in, or amend any existingcontemplated by, employmentthe most recent consolidated financial statements (or the notes thereto) of such party included in such party's reports filed with the SEC, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires incurred in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeepractice; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (hi) take any action that would prevent or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code; provided, however, that nothing contained herein shall limit the ability of HBE or SFS to exercise its rights under the HBE Stock Option Agreement; (ij) amend its articles of incorporationincorporation (other than, its bylaws or comparable governing documents in the case of SFS, to increase the amount of its Significant Subsidiariesauthorized common stock) or its bylaws; (jk) materially other than in prior consultation with the other party to this Agreement, restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities portfolio or its interest rate exposuregap position, through purchases, sales sales, or otherwise, or the manner in which the portfolio is classified or reported; (kl) implement take any action that is intended or adopt may reasonably be expected to result in any change of its representations and warranties set forth in its accounting principlesthis Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, practices or methodsin any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, other than the Plan of Merger or the HBE Stock Option Agreement, except, in every case, as may be required by GAAP; (l) enter into any new line of business applicable law; or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Personagree to, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to taketo, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.025.2.

Forbearances. During the period from the date of this Agreement Execution Date to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC DMGI Disclosure Schedule or the SCB Orchard Disclosure Schedule, as the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by LawAgreement, neither CBC DMGI nor SCB the Orchard shall, and neither CBC DMGI nor SCB the Orchard shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):Agreement: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC the Orchard or any of its wholly-owned Subsidiaries to CBC the Orchard or any of its wholly-owned Subsidiaries, on the one hand, or of SCB DMGI or any of its wholly-owned Subsidiaries to SCB DMGI or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance; (i) other than with respect to a single possible reverse stock split, in a ratio ranging from one-for-two to one-for-five, of all DMGI Common Stock then issued and outstanding (and any DMGI Common Stock underlying any then outstanding preferred stock, option, warrant convertible note or other security) (the “Reverse Split”), adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (except (A) dividends paid by any of the Subsidiaries of each of CBC DMGI and SCB the Orchard to CBC DMGI or SCB the Orchard or any of their wholly-owned Subsidiaries, respectivelyrespectively of each of DMGI and the Orchard, and (B) the acceptance of shares of CBC the Orchard Common Stock or SCB DMGI Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awardsrestricted stock, in each case, case in accordance with past practice and the terms of the applicable award agreementsagreements and (C) pursuant to the DMGI Rights); (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares units or other equity-based awards or interests, or grant any Person individual, corporation or other entity any right to acquire any shares of its capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries;stock; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding issue any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards warrants outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their termsExecution Date; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness owed to or from any such Person person or any claims held by or against any such Personperson, in each case other than in the ordinary course of business, business consistent with past practices or pursuant to contracts or agreements in force at the date of this AgreementExecution Date; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of businessbusiness consistent with past practices or pursuant to contracts or agreements in force at the Execution Date or otherwise permitted by this Agreement, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than a wholly-owned Subsidiary of CBC or SCB, as applicablethereof; (e) in each case except for transactions in the ordinary course of businessbusiness consistent with past practices, terminate, materially amend, or waive any material provision of, any CBC Orchard Contract or SCB DMGI Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, or material lease or contract, other than normal renewals of contracts and leases without material adverse changes of terms with respect to CBC the Orchard or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit PlanDMGI, as the case may be, ; (iif) increase in any manner the compensation or fringe benefits payable of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any current such employees or former employeebecome a party to, director amend or individual consultantcommit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employeesbusiness, (iii) or accelerate the vesting of, or the lapsing of restrictions with respect to, any equitystock options or other stock-based awards compensation (except to the extent required under the terms of the applicable plan or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeerelated award agreement); (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the ordinary course of business of it or its Subsidiaries or the Surviving Corporation or its Subsidiariesconsistent with past practices; (h) knowingly take any action or knowingly fail to take any action where such action or failure to act could that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiariesdocuments; (j) materially restructure take any action that is intended or materially change expected to result in any of its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio representations and warranties set forth in this Agreement being or its interest rate exposure, through purchases, sales or otherwisebecoming untrue in any material respect at any time prior to the Effective Time, or in any of the manner conditions to the Merger set forth in which the portfolio is classified Article VII not being satisfied or reportedin a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (pl) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.025.2.

Forbearances. During the period from the date of this the Original Merger Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Section 6.2 of the CBC GETCO Disclosure Schedule or the SCB Knight Disclosure Schedule, as applicable, as expressly contemplated or permitted by this Agreement Agreement, or as otherwise required by applicable Law, neither CBC nor SCB shalleach of GETCO and Knight shall not, and neither CBC nor SCB shall not permit any of their respective its Subsidiaries to, without the prior written consent of the other party to this Agreement (such which consent shall not to be unreasonably withheld, denied, conditioned or delayed): (a) sell, lease, license, mortgage, encumber, transfer, convey, assign, or otherwise dispose of any of its material rights, properties or assets, tangible or intangible, other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice to third parties who are not Affiliates; (b) (i) incur, incur assume or guarantee any indebtedness for borrowed money Indebtedness, (ii) cancel or waive any claims under any material Indebtedness or amend or modify adversely to it in any material respect the terms relating to any such Indebtedness, (iii) other than indebtedness in the ordinary course of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiariesbusiness consistent with past practice, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person, or (iv) other individual, corporation than in the ordinary course of business consistent with past practice make any material loans or other entityadvances; (c) (i) adjust, split, combine or reclassify any shares of capital stock; , unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare, declare or pay any dividend or set a record date distribution (except for (x) dividends paid in the ordinary course of business by any dividend, direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, on any shares of its capital stock or other equity interest or voting securities redeem, purchase or otherwise acquire any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securitiesinterest, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares units or other equity-based awards or interests, compensation or grant to any Person individual, corporation or other entity any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or equity interests, other equity than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or voting securitiesthe Knight Disclosure Schedule, including as applicable, (iv) issue or commit to issue any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any additional shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except interest other than pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are outstanding as of the date hereof of the Original Merger Agreement or granted after that are issued following the date hereof to of the extent authorized under Original Merger Agreement in compliance with this AgreementAgreement or sell, in each case accordance with their terms; (c) selllease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its material properties capital stock or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreementequity interests; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC GETCO Benefit Plan or SCB Knight Benefit Plan Plan, as applicable, existing as of the date hereof, as applicable, of the Original Merger Agreement (i) enter into, establish, adopt, amend adopt or terminate any CBC Benefit Plan employee benefit or SCB Benefit Plancompensation plan, program, policy or arrangement for the benefit or welfare of any arrangement that would be a CBC Benefit Plan current or a SCB Benefit Plan if in effect on the date hereofformer employee, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan officer, director or SCB Benefit Plan, as the case may beconsultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or individual consultant, consultant (other than any annual salary or wage increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employeesof not more than 5% in the aggregate per annum), (iiiiv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation or benefitscompensation, (ivvi) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement; provided, however(vii) fund any rabbi trust or similar arrangement, that (viii) terminate the parties may enter into offer letters with new hires employment or services of any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of assets for cash in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severancepractice, (vi) fund acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any rabbi trust businesses, assets, properties or similar arrangement, or interests in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, Person or (viii) hire merge or promote consolidate with any employee with an annual base salary equal to or Person; (f) make any capital expenditure requiring payments in excess of $150,000, 10 million individually or significantly change $25 million in the responsibilities assigned to any such employeeaggregate; (g) settle make any material claim, suit, action investment either by purchase of stock or proceeding, except involving solely monetary remedies in an amount and for consideration not securities or contributions to capital in excess of $25,000 individually or $50,000 25 million (other than in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiariesa wholly owned Subsidiary); (h) take (i) enter into any action new line of business or knowingly fail (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Codeits operations; (i) amend its articles charter, bylaws, certificate of incorporationformation, its bylaws limited liability company agreement or other comparable governing documents organizational documents, or otherwise take any action to exempt any person from any provision of its Significant Subsidiariessuch documents; (j) materially restructure (i) terminate or materially change its investment securitiesamend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, derivativesany GETCO Contract or Knight Contract, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwiseas applicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in the manner ordinary course of business or that if in which existence as of the portfolio is classified date of the Original Merger Agreement would be a GETCO Contract pursuant to Sections 3.13(a)(v) or reported3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate and (ii) the commencement of any litigation, action or proceeding in the ordinary course of business consistent with past practice; (m) other than in the ordinary course of business consistent with past practice, materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (n) amend in a manner that adversely impacts the ability to conduct its business, terminate or allow to lapse any material Permit; (o) (i) cancel, abandon or allow to lapse any material Intellectual Property other than in the ordinary course of business consistent with past practice, or (ii) disclose to any third party any trade secret other than in the ordinary course of business consistent with past practice; (p) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAPapplicable Law, GAAP or regulatory guidelines; (lq) enter into any new line adopt a plan of business orcomplete or partial liquidation, dissolution, restructuring, recapitalization or other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entityreorganization; (mr) merge or consolidate itself or intentionally take any action that is intended to result in any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiariesthe conditions to the Mergers set forth in Article VIII not being satisfied; (ni) make, change or revoke any material Tax election, (ii) change an any material method of Tax accounting or any annual Tax accounting period, adopt (iii) enter into any closing agreement, (iv) settle or change compromise any material Tax accounting methodliability for Taxes, (v) file any material amended Tax Return, enter into or (vi) surrender any closing agreement with respect right or claim to a material amount refund of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund in each case except (A) in the ordinary course of Taxes; (o) other than in prior consultation business and consistent with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000past practice, or (iiB) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” as would not have an adverse effect on it or worseits Subsidiaries (or, following the closing, on the Company) that is material; or (pt) agree to take, or make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.026.2.

Forbearances. During the period from the date of this Agreement to until the earlier of the Effective Time or earlier termination of and the date, if any, on which this AgreementAgreement is terminated pursuant to Section 9.1, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedulemay be required by Law, as expressly contemplated or permitted by this Agreement or as required by Lawset forth in the MMLC Disclosure Schedule or the GSBD Disclosure Schedule, as applicable, neither CBC MMLC nor SCB GSBD shall, and neither CBC nor SCB shall permit any of their its respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of the other party to this Agreement GSBD or MMLC, as applicable (such which prior written consent shall not to be unreasonably withhelddelayed, conditioned or delayedwithheld): (a) other Other than pursuant to such party’s distribution reinvestment plan as in effect as of the date of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess any shares of six (6) monthsits capital stock, (ii) deposits, any such party’s Voting Debt or other voting securities or (iii) issuances of letters of creditany securities convertible into or exercisable or exchangeable for, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries other Rights to CBC or acquire, any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation such shares or other entity;securities. (b) Other than the Approved Distribution, (i) adjustmake, split, combine or reclassify any shares of capital stock; (ii) makeauthorize, declare, pay or set a record date for aside any dividenddividend in respect of, or declare or make any other distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly cash distributions payable on a quarterly basis consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or directly distribution necessary for such party to maintain its qualification as a RIC or indirectly redeemto avoid the imposition of any income or excise tax, purchase as reasonably determined by such party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of such party to such party or another direct or indirect wholly owned Consolidated Subsidiary of such party or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shareswarrants or options to acquire, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its such capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms;stock. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties assets or assets to any individualproperties, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter intosales, establishtransfers, adoptleases, amend mortgages, encumbrances or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) dispositions in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of such party or any of its Consolidated Subsidiaries. (d) Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed. (e) Amend the MMLC Charter, the MMLC Bylaws, the GSBD Charter, the GSBD Bylaws or other governing documents or similar governing documents of any of its Consolidated Subsidiaries. (f) Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements. (g) Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan. (h) Take any action or knowingly fail to take any action that would, or would not reasonably be expected to (i) materially increase delay or materially impede the cost ability of benefits under any such CBC Benefit Plan the parties to consummate the Transactions or SCB Benefit Plan, as the case may be, (ii) increase prevent the compensation Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude MMLC from declaring or benefits payable paying any Tax Dividend on or before the Closing Date. (i) Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any current Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness. (j) Make or former employee, director or individual consultant, agree to make any new capital expenditure other than increases for current employees with an annual base salary below $150,000 obligations to fund commitments to portfolio companies entered into in connection with a promotion the ordinary course of business. (permitted hereunderk) File or change in responsibilities, in each case, amend any material Tax Return other than in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severancesuch party’s investment objectives and policies as publicly disclosed; make, change in control, retention, collective bargaining agreement or similar agreement revoke any Tax election; or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced settle or change in control severance, (v) fund compromise any rabbi trust material Tax liability or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee;refund. (gl) settle Take any material claimaction, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action, which action or failure to act could is reasonably likely to cause such party to fail to qualify or not be expected subject to prevent the Merger from qualifying tax as a “reorganization” within the meaning of Section 368(a) of the Code;RIC. (im) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter Enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change practice and such party’s investment objectives and policies as publicly disclosed (it being understood that this prohibition does not apply to any portfolio companies in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself which such party or any of its Significant Consolidated Subsidiaries has made a debt or equity investment that is, would or should be reflected in such party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC). (n) Other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, enter into any other PersonContract that would otherwise constitute a MMLC Material Contract or GSBD Material Contract, as applicable, had it been entered into prior to the date of this Agreement. (o) Other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or restructureagree to any material amendment of, reorganize change in or completely waiver under any MMLC Material Contract or partially liquidate or dissolve GSBD Material Contract. (p) Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of it or any of its Significant Subsidiaries;Consolidated Subsidiaries or, after the Effective Time, GSBD, MMLC, the Surviving Company or any of their Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault. (nq) makeOther than in the ordinary course of business and consistent with such party’s investment objectives and policies as publicly disclosed, change (i) pay, discharge or revoke satisfy any material Tax electionIndebtedness for borrowed money, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed effect as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan Agreement or pool of loans, or renew any loan greater than $7,500,000, other Permitted Indebtedness or (ii) renew for more than 12 months cancel any loans greater than $1,000,000 rated “special mention” or worse; ormaterial Indebtedness. (pr) agree Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such party or any of its Consolidated Subsidiaries. (s) Agree to take, make any commitment to take, or adopt any resolutions of its board of directors the MMLC Board or similar governing body in support ofthe GSBD Board, as applicable, authorizing, any of the actions prohibited by this Section 4.026.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shallUnion shall not, and neither CBC nor SCB shall not permit any of their respective its Subsidiaries to, without the prior written consent of First Charter (and Union shall provide First Charter with prompt notice of any events referred to in this SECTION 7.02 occurring after the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayeddate hereof): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness, it being understood and agreed that incurrence of CBC or any indebtedness in the ordinary course of its wholly-owned Subsidiaries to CBC or any business shall include, without limitation, the creation of its wholly-owned Subsidiariesdeposit liabilities, on the one handpurchases of federal funds, or sales of SCB or any certificates of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other handdeposit and entering into repurchase agreements), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance other than in the ordinary course of business consistent with past practice; (ib) adjust, split, combine or reclassify any shares of capital stock or otherwise make any change with respect to its authorized capital stock; (ii) ; make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interestsstock, or grant any Person stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock stock; or other equity or voting securities of CBC or SCB or issue any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any additional shares of capital stock stock, or voting any securities or equity interests or securities obligations convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) into or exchangeable into, or exercisable for, for any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiariesstock, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards Union Options outstanding as of the date hereof or granted after the date hereof and pursuant to the extent authorized under this Stock Option Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiaryentity, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreementperson; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other than a wholly-owned Subsidiary of CBC or SCB, as applicableentity; (e) enter into or terminate any contract or agreement involving annual payments in each case except excess of $1,000 and which cannot be terminated without penalty upon 30 days notice, or make any change in, or extension of, any of its leases or contracts involving annual payments in excess of $1,000 and which cannot be terminated without penalty upon 30 days notice; (f) increase or modify in any manner the compensation or fringe benefits of any of its Employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such Employees, or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for transactions the benefit of any Employee or accelerate the vesting of any stock options or other stock-based compensation; provided the foregoing shall not prevent the continued accrual and payment in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as benefits under the case may be, or make any change existing cash incentive bonus plan for key employees of Union in any instrument or agreement governing accordance with the terms of any of its securitiessuch plan; and provided further, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were Union may put in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, regularly scheduled salary increases which are either (i) enter into, establish, adopt, amend approved in advance by First Charter or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide budgets for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeeUnion which have been approved by First Charter; (g) settle take any material claimaction, suitor refrain from taking any action, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, prevent or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368(a) 368 of the CodeCode or from qualifying for pooling-of-interests accounting treatment; (h) settle any claim, action or proceeding involving the payment of money damages in excess of an amount which, together with all other claims, actions or proceedings previously settled, exceeds $20,000; (i) amend its articles Articles of incorporation, Incorporation or its bylaws or comparable governing documents of its Significant Subsidiariesbylaws; (j) materially restructure fail to maintain its Regulatory Agreements, material licenses and permits or materially change its investment securitiesto file in a timely fashion all federal, derivativesstate, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reportedlocal and foreign tax returns; (k) implement make any capital expenditures of more than $10,000 individually or adopt any change $25,000 in its accounting principles, practices or methods, other than as may be required by GAAPthe aggregate; (l) enter into any new line of business fail to maintain each Union Benefit Plan or timely make all contributions or accruals required thereunder in accordance with GAAP applied on a consistent basis; or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Personagree to, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to taketo, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.02SECTION 7.02.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC Best Disclosure Schedule or the SCB Hiway Disclosure Schedule, as the case may be, and except as expressly contemplated or permitted by this Agreement or as required by LawAgreement, neither CBC Best nor SCB Hiway shall, and neither CBC nor SCB Hiway shall not permit any of their respective Subsidiaries its Subsidiary to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness of CBC or any of its whollyincurred to refinance short-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other handterm indebtedness), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance; (b) (i) adjust, split, combine or reclassify any shares of capital stock; ; (ii) make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; stock; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, rights or grant any Person individual, corporation or other entity any right to acquire any shares of its capital stock (and no such rights or other equity options shall be granted, except as otherwise agreed in writing by Best and Hiway); or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding issue any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or warrants or the vesting or settlement conversion of equity compensation awards convertible securities outstanding as of the date hereof of this Agreement or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their termsapproved hereunder; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than except in the ordinary course of business, business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of businessbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than a wholly-owned Subsidiary of CBC or SCB, as applicableSubsidiary; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and as would not reasonably be expected to materially increase the cost leases without material adverse changes of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, terms; (iif) increase in any manner the compensation or fringe benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards of its employees or other compensation pay any pension or benefits, (iv) enter into retirement allowance not required by any new, existing plan or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction onemployees, or create any adverse precedent that would be material become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the business benefit of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, employee other than in the ordinary course of business consistent with past practice or accelerate the vesting of any stock options or other stock-based compensation; (g) settle any claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (h) take any action that would prevent or impede the Merger from qualifying (i) for "pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; (i) amend its Articles of Incorporation or its Bylaws, change except as contemplated by this Agreement; (j) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including at any change in time prior to the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed byEffective Time, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or in any of its Significant Subsidiaries with the conditions to the Merger set forth in Article VII of this Agreement not being satisfied or in a violation of any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date provision of this Agreement, (i) make any loan greater than $7,500,000except, make any sponsored finance loan greater than $3,000,000in every case, purchase a participation in any loan as may be required by applicable law or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worseexisting contractual obligations; or (pk) agree to taketo, or make any commitment to taketo, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.025.2.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Umpqua Disclosure Schedule or the SCB Columbia Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Lawlaw, neither CBC Umpqua nor SCB Columbia shall, and neither CBC Umpqua nor SCB Columbia shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC Umpqua or any of its wholly-owned Subsidiaries to CBC Umpqua or any of its wholly-owned Subsidiaries, on the one hand, or of SCB Columbia or any of its wholly-owned Subsidiaries to SCB Columbia or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Umpqua at a rate not in excess of $0.21 per share of Umpqua Common Stock, (B) regular quarterly cash dividends by Columbia at a rate not in excess of $0.30 per share of Columbia Common Stock, (C) dividends paid by any of the Subsidiaries of each of CBC Umpqua and SCB Columbia to CBC Umpqua or SCB Columbia or any of their wholly-owned Subsidiaries, respectively, and (BD) the acceptance of shares of CBC Common Stock regular distributions on outstanding trust preferred securities in accordance with their terms or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with (E) the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person person any right to acquire any shares of capital stock or other equity or voting securities of CBC Umpqua or SCB Columbia or any of their respective Subsidiaries;, other than in the case of Columbia, grants of rights to purchase shares of Columbia Common Stock under the Columbia ESPP in accordance with the terms of thereof; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC Umpqua or SCB Columbia or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC Umpqua or SCB Columbia or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC OSB Disclosure Schedule Schedules or the SCB FCB Disclosure ScheduleSchedules, as the case may be, and, except as expressly contemplated or permitted by this Agreement Agreement, the Plan of Merger or as required by Lawthe Option Agreements, neither CBC FCB nor SCB OSB shall, and neither CBC nor SCB shall FCB or OSB permit any of their respective the FCB Subsidiaries or OSB Subsidiaries, respectively to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, (i) incur any indebtedness for borrowed money (other than pursuant to existing lines of credit or short-term indebtedness incurred in the ordinary course of business consistent with past practice, indebtedness of CBC or OSB to any of its wholly-owned the OSB Subsidiaries or of any of the OSB Subsidiaries to CBC OSB, or indebtedness of FCB to any of its wholly-owned Subsidiaries, on the one hand, FCB Subsidiaries or of SCB or any of its wholly-owned the FCB Subsidiaries to SCB or any FCB, it being understood and agreed that incurrence of its wholly-owned Subsidiariesindebtedness in the ordinary course of business shall include, on without limitation, the other handcreation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements), or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; or (iii) make any loan or advance; (b) (i) adjust, split, combine or reclassify any shares of capital stock; , (ii) make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of FCB, for regular quarterly cash dividends at a rate not in excess of $0.18 per share of FCB Common Stock, and (B) in the case of OSB, for regular quarterly cash dividends at a rate not in excess of $0.16 per share of OSB Common Stock); (iii) directly or indirectly redeem, purchase or otherwise acquire, acquire any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (except (A) dividends paid by in the case of FCB, repurchases of FCB Common Stock in the open market or in privately negotiated transactions, provided that written notice of any of the Subsidiaries of each of CBC and SCB such repurchase is given to CBC or SCB or any of their wholly-owned Subsidiaries, respectivelyOSB as soon as is practicable thereafter, and (B) in the acceptance case of shares OSB, repurchases of CBC OSB Common Stock in the open market or SCB Common Stockin privately negotiated transactions, provided that written notice of any such repurchase is given to FCB as the case may be, soon as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; practicable thereafter); (iiiiv) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, rights or grant any Person individual, corporation or other entity any right to acquire any shares of its capital stock stock, or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding issue any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to (A) the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under of this Agreement, in each case accordance with their termsor (B) the Option Agreements); (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than except in the ordinary course of business, business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of businessbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than a wholly-owned Subsidiary of CBC thereof or SCB, as applicableany existing joint venture to which OSB or FCB is a party; (e) in each case except for transactions in the ordinary course of businessbusiness consistent with past practice, terminate, materially amend, enter into or waive terminate any material provision of, any CBC Contract contract or SCB Contract, as the case may beagreement, or make any change in any instrument or agreement governing the terms of any of its securitiesmaterial leases or contracts, other than normal renewals of contracts and leases without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreementterms; (f) except as required under applicable Law other than in the ordinary course of business consistent with past practice, increase in any manner the compensation or the terms fringe benefits of any CBC Benefit Plan or SCB Benefit Plan existing as of its employees (it being understood and agreed that an increase in any manner the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate compensation of any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) employee in the ordinary course of business consistent with past practice and as would shall include, without limitation, an increase in Xx. Xxxxxxxxxx'x base salary to an amount not reasonably be expected to materially increase the cost of benefits under exceed $125,000 annually), or pay any pension or retirement allowance not required by any existing plan or agreement to any such CBC Benefit Plan employees or SCB Benefit Planbecome a party to, as amend or commit itself to any pension, retirement, profit- sharing or welfare benefit plan or agreement or employment agreement with or for the case may bebenefit of any employee; provided, however, that (i) any bonus paid any officer of FCB or the FCB Subsidiaries shall not exceed 115% of such bonus paid to such individual for the immediately preceding fiscal year and (ii) increase any bonus paid by OSB or the compensation OSB Subsidiaries to (a) Xxxxx X. Xxxxxxxxxx shall not exceed 30% of his 1996 base salary, (b) any Vice President of OSB or benefits payable the OSB Subsidiaries shall not exceed 15% of each individual's 1996 base salary, and (c) all other employees of OSB or the OSB Subsidiaries shall not exceed $30,000 in the aggregate for any fiscal year; (g) grant, amend or modify in any material respect any stock option, stock awards or other stock based compensation, except that OSB and FCB may modify their respective stock options and OSB may modify stock awards previously granted under the OSB MRP which are outstanding as of the date of this Agreement in each case solely to provide full vesting conditioned upon and effective as of the Closing Date. (h) pay, discharge or satisfy any current material claims, liabilities or former employeeobligations (whether absolute, director accrued, asserted or individual consultantunasserted, contingent or otherwise), other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) the payment, discharge or change in responsibilities, in each casesatisfaction, in the ordinary course of business consistent with past practice (which includes the payment of final and to a level consistent unappealable judgments) or in accordance with similarly situated peer employeestheir terms, (iii) accelerate the vesting of any equity-based awards liabilities reflected or other compensation or benefits, (iv) enter into any newreserved against in, or amend any existingcontemplated by, employmentthe most recent consolidated financial statements (or the notes thereto) of such party included in such party's reports filed with the SEC, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires incurred in the ordinary course of business consistent with past practice practice; (i) take any action that do not provide for enhanced would prevent or change in control severanceimpede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; provided, (v) fund any rabbi trust however, that nothing contained herein shall limit the ability of OSB or similar arrangement, FCB to exercise its rights under the OSB Option Agreement or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit PlanFCB Option Agreement, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (ij) amend its articles of incorporation, incorporation or its bylaws or comparable governing documents of its Significant Subsidiariesbylaws; (jk) materially other than in prior consultation with the other party to this Agreement, restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance securities portfolio or its interest rate exposuregap position, through purchases, sales sales, or otherwise, or the manner in which the portfolio is classified or reported; (kl) implement take any action that is intended or adopt may reasonably be expected to result in any change of its representations and warranties set forth in its accounting principlesthis Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, practices or methodsin any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, other than the Plan of Merger or the Option Agreements, except, in every case, as may be required by GAAP; (l) enter into any new line of business applicable law; or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Personagree to, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to taketo, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.025.2.

Forbearances. During the period from the date of this Agreement to the Colorado Cooperative Merger Effective Time, the Colorado Corporation Merger Effective Time or earlier termination of this Agreement, except as set forth in and the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shall, and neither CBC nor SCB shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common StockNorth Dakota Corporation Merger Effective Time, as the case may be, except as payment for expressly contemplated by this Agreement, without the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms prior consent of the applicable award agreements;other parties to this Agreement, no party shall: (iiia) grant to any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares person any option or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities interests, except for allocation of CBC or SCB or any of their respective Subsidiariespatronage equities in a manner consistent with past practice; (ivb) issue, sell, transfer, encumber issue any additional shares or otherwise permit to become outstanding any shares units of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or and other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiariesinterests, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business and consistent with past practice and as would not reasonably be expected practice; (c) enter into, amend or terminate any material contract, lease or understanding; (d) amend its Articles of Incorporation, its By-Laws or any board policies; (e) incur any indebtedness for borrowed money or make any commitment to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Planborrow money, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, except indebtedness incurred in the ordinary course of business consistent with past practice and pursuant to a level consistent with similarly situated peer employees, credit arrangements existing as of the date of this Agreement (iii) accelerate the vesting of including any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeerenewals thereof); (gf) settle make any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, capital expenditures other than in the ordinary course of business consistent with past practiceor which were disclosed to the other party; (g) mortgage any of its assets or properties, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change or except in the maximum ratio or similar limits as a percentage ordinary course of business, sell any of its capital exposure applicable material assets or properties; (h) pay any dividends or make any distributions with respect to its loan portfolio capital stock or any segment thereof)equity interests, except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entityin the ordinary course of business; (mi) merge or consolidate itself or any of its Significant Subsidiaries with any other Personreclassify, combine, subdivide, split, or restructure, reorganize amend its capital stock or completely or partially liquidate or dissolve it or any of its Significant Subsidiariesequity interests; (nj) makepurchase, change acquire or revoke redeem any material Tax election, change an annual Tax accounting period, adopt shares of its capital stock or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreementequity interests, except for loans or extensions in the ordinary course of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worsebusiness; or (pk) agree or commit to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, do any of the actions prohibited by this Section 4.02foregoing.

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, as expressly contemplated or permitted by this Agreement, the Settlement Agreement, or the Fee Letters, as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by LawTime, neither CBC Parent nor SCB Subject Company shall, and neither CBC Parent nor SCB Subject Company shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiaries, on the one hand, or of SCB or any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) ; make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other equity or voting securities, except, in each case, entity any right to acquire any shares of its capital stock (A) except for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by any of the Subsidiaries of each of CBC Subject Company and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common StockParent, as the case may be, as payment such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and Parent Preferred Stock, for regular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities and except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, respectively, and except for the exercise price issuance of employee stock options and restricted stock consistent with past practices); or for withholding Taxes incurred in connection with issue any additional shares of capital stock except pursuant to (A) the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted issued after the date hereof in a manner consistent with past practice, (B) the award of restricted shares of Subject Company Common Stock in a manner consistent with past practice, (C) the vesting of Performance Units outstanding as of the date hereof pursuant to Subject Company Stock Option Plans, (D) the extent authorized under this Subject Company Rights Agreement, in each case accordance with their termsand (E) acquisitions and investments permitted by paragraph (c) hereof; (cb) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than that is material to such party, except (i) in the ordinary course of businessbusiness consistent with past practice, or (ii) pursuant to contracts or agreements in force at the date of this AgreementAgreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to the other party; (dc) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than transactions in the ordinary course of business consistent with past practice, or (ii) acquisitions of an entity or business having assets not exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material acquisition or investment either by purchase of stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of any property or assets of any other individual, corporation or other entity other than a wholly owned Subsidiary thereof; (d) except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any contract or agreement, or make any change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect leases or contracts, in each case that is material to its loan portfolio or any segment such party, other than renewals of contracts and leases without materially adverse changes of terms thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (oe) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool the ordinary course of loans, or renew any loan greater than $7,500,000business consistent with past practice, or (ii) renew in an aggregate amount not exceeding $10 million, increase in any material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any material pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for more than 12 months the benefit of any loans greater than $1,000,000 rated “special mention” employee or worse; oraccelerate the vesting of any stock options or other stock-based compensation; (pf) agree authorize or permit any of its officers, directors, employees or agents to takedirectly or indirectly solicit, make initiate or encourage any commitment to takeinquiries relating to, or adopt the making of any resolutions proposal which constitutes, a Takeover Proposal (as defined below), or recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a Takeover Proposal, provided, however, that each of Parent and Subject Company may, and may authorize and permit its board officers, directors, employees or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement a Takeover Proposal, recommend or endorse any Takeover Proposal with or by any third party, and participate in discussions and negotiations with any third party relating to any Takeover Proposal, if such party's Board of directors Directors, after having consulted with and considered the advice of outside counsel, has reasonably determined in good faith that the failure to do so would cause the members of such Board of Directors to breach their fiduciary duties under applicable law. Subject Company will immediately cease and cause to be terminated any activities, discussions or similar governing body in support of, negotiations conducted prior to the date of this Agreement with any parties other than Parent with respect to any of the actions prohibited foregoing. Each party shall immediately advise the other following the receipt by it of any Takeover Proposal and the details thereof, and advise the other of any developments with respect to such Takeover Proposal immediately upon the occurrence thereof. As used in this Agreement, "Takeover Proposal" shall mean, with respect to any person, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Subject Company or Parent or any of their respective Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets of, Subject Company or Parent or any of their respective Subsidiaries other than the transactions contemplated or permitted by this Section 4.02.Agreement;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement(a) Seller covenants and agrees that, except as (w) set forth in Section 5.1(a) of the CBC Disclosure Schedule or the SCB Seller Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by Law, neither CBC nor SCB shall, and neither CBC nor SCB (x) Purchaser may otherwise consent (which consent shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months), (iiy) depositsexpressly permitted by this Agreement, or (iiiz) issuances required by applicable Laws, Governmental Orders or Self-Regulatory Organization Orders, from the date of letters of creditthis Agreement until the Closing, it will cause the Company and the Company’s Subsidiaries to (ivI) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case conduct their respective businesses in the ordinary course and usual course, (II) use their respective commercially reasonable efforts to preserve their respective business organizations intact, (III) use their respective commercially reasonable efforts to maintain their respective Governmental Authorizations and Self-Regulatory Organization Authorizations and existing relations with their respective customers, suppliers, creditors, employees and independent contractors, and (IV) maintain their respective books and records in the ordinary course. Without limiting the generality of businessthe foregoing, incur any indebtedness for borrowed money from the date of this Agreement until the Closing, except as (other than indebtedness A) set forth in Section 5.1(a) of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiariesthe Seller Disclosure Schedule, on the one hand(B) Purchaser may otherwise consent, (C) expressly permitted by this Agreement, or (D) required by applicable Laws, Governmental Orders or Self-Regulatory Organization Orders, Seller will cause each of SCB or any of its wholly-owned the Company and the Company’s Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;not to: (i) adjust, split, combine adopt or reclassify propose any shares of capital stockchange in its Organizational Documents; (ii) make, declare, pay merge or set a record date for consolidate itself with any dividendother Person, or any other distribution onrestructure, reorganize or completely or partially liquidate itself; (iii) issue, sell, pledge, dispose of, grant, transfer or encumber, or directly authorize the issuance, sale, pledge, disposition, grant, transfer or indirectly redeemencumbrance of, purchase or otherwise acquire, (x) any shares of its capital stock (other than the issuance of shares of capital stock by a wholly owned Subsidiary of the Company to the Company or other equity or voting securities or to another wholly owned Subsidiary of the Company), (y) any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock stock, or (z) any options, calls, warrants or other equity or voting securities, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any Person any right rights to acquire any shares of capital stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or such convertible, exchangeable or exercisable securities; (iv) declare, set aside, make or pay any dividend or other equity distribution, payable in cash, stock, property or voting securitiesotherwise, including with respect to its capital stock (except for dividends or other distributions paid by any securities direct or indirect wholly owned Subsidiary of CBC the Company to the Company or SCB to any other direct or their respective indirect wholly owned Subsidiary of the Company); (v) incur any Indebtedness or guarantee such Indebtedness of another Person (other than the Company or any of its wholly owned Subsidiaries), or issue or sell any options, warrants, debt securities or warrants or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiariesits debt security, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their termsfor any short-term indebtedness; (cvi) sellmake any loans or advances or capital contributions to, transferor investments in, mortgageany other Person (other than (x) loans or advances or capital contributions to the Company or any direct or indirect wholly owned Subsidiary of the Company, encumber (y) loans to the Company’s or otherwise dispose of any of its Subsidiaries’ newly recruited financial advisors and (z) any margin loans or stock loans activities of the Company or any of its Subsidiaries) in excess of $1 million in the aggregate; (vii) create or incur any material Lien (other than Permitted Liens) on its properties or assets to any individual(or, corporation or other entity in the case of an involuntary Lien (other than a wholly-owned SubsidiaryPermitted Liens) of which Seller has knowledge, or cancel, release or assign any indebtedness fail to any initiate actions to have such Person or any claims held by any such Person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this AgreementLien removed as promptly as practicable); (dviii) except acquire any business or assets from any other Person, other than (x) acquisition of such business or assets for foreclosure consideration that is individually not in excess of $500,000, or in the aggregate, not in excess of $1 million, during any twelve (12) month period, (y) acquisition of securities in the Company Ordinary Course of Business in connection with the fixed income operation and stock loans business of the Company or any of its Subsidiaries, and (z) acquisitions by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicablecontracted; (eix) except as set forth in each case the capital budgets set forth in Section 5.1(a)(ix) of the Seller Disclosure Schedule, make or authorize any capital expenditure in excess of $1 million in the aggregate during any twelve (12)-month period; (x) transfer, sell, lease, license, surrender, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets (including material Company Owned Intellectual Property and capital stock of any of its Subsidiaries) or material product lines or businesses, except for transactions sales or other dispositions of, abandonment of, cancellations of and letting lapse or expire obsolete assets and except for sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1 million in the ordinary course of businessaggregate; (xi) enter into, terminate, materially amend, modify, renew, extend or terminate any Company Material Contract or any Company Lease in any material respect, or cancel, modify or waive any material provision ofdebts or claims or waive any material rights held by it thereunder, except for such entry into, amendment, modification, renewal, extension, termination, cancellation or waiver (A) under any CBC Company Material Contract or SCB Contract, as the case may beany Company Lease resulting in, or make any change in any instrument obligating the Company or agreement governing the terms of any of its securitiesSubsidiaries to make, other payments by the Company or any of its Subsidiaries of no more than normal renewals of contracts without material adverse changes of terms with respect to CBC $50,000 individually or SCB, or enter into any contract $250,000 in the aggregate and (B) that would constitute a CBC Contract or SCB Contract, if it were in effect not create any binding obligation on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, Company or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable its Subsidiaries to any current or former employee, director or individual consultant, other third party for more than increases for current employees with an annual base salary below $150,000 in connection with a promotion twelve (permitted hereunder12) or change in responsibilities, in each case, in months after the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangementClosing Date; provided, however, that Purchaser agrees that it shall discuss in good faith with Seller as promptly as practicable after the parties may enter into offer letters with new hires date hereof any proposed entry into, amendment, modification, renewal, extension or termination of any Company Material Contract or any Company Lease set forth in Section 5.1(a)(xi) of the Seller Disclosure Schedule, and in the ordinary course event no solution reasonably acceptable to both Purchaser and Seller with respect to such proposed entry into, amendment, modification, renewal, extension or termination has been reached within thirty (30) days after the commencement of business consistent with past practice that do such discussions, Seller shall not provide for enhanced (and shall cause the Company and its Subsidiaries not to) enter into, amend, modify, renew, extend or change terminate any Contract set forth in control severanceSection 5.1(a)(xi) of the Seller Disclosure Schedule without Purchaser’s consent (which consent shall not be unreasonably withheld, (v) fund any rabbi trust conditioned or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeedelayed); (gxii) settle except as otherwise required in connection with a Final Tax Determination of any material claimPending Federal Tax Matter (which exception shall apply only to the extent that any action to be taken by Seller or Parent in reliance thereon would have no effect on the Company, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess any of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take Purchaser for any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereofPost-Closing Tax Period), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an any annual Tax accounting period, adopt or change any material method of Tax accounting methodaccounting, file amend any material amended Tax Return, enter into any closing agreement agree to an extension of the statute of limitations with respect to the assessment or collection of Taxes, make or surrender any claim for a material amount refund of Taxes, or settle or compromise any material Tax claimliability (and neither Parent nor Seller shall take any of the foregoing actions with respect to any consolidated, auditcombined, assessment unitary or dispute affiliated group of which the Company or surrender any material right to claim Subsidiary is a refund member), in each case, if such action would have the effect of Taxesincreasing a Tax liability or reducing a Tax Asset (including, for the avoidance of doubt, a deferred Tax liability or deferred Tax Asset, as the case may be) of the Company or any of its Subsidiaries, in each case, by an amount that is material; (oxiii) make any changes with respect to its financial or regulatory accounting principles or procedures (other than to the extent required by applicable Law or changes in prior consultation GAAP or applicable regulatory accounting requirements); (xiv) settle or compromise any Action, other than as does not involve either (i) the admission of wrongdoing, the institution of mandated new procedures or other business conduct or the imposition of equitable or similar relief or (ii) payments in excess of $1.5 million with respect to any individual Action and $2.5 million in the other party to aggregate, each during any twelve (12)-month period; (xv) except (w) as contemplated by this Agreement or the Transition Services Agreement, except for loans or extensions of credit approved and/or committed (x) as required under the Benefit Plans in effect as of the date of this Agreement, (y) as set forth in Section 5.1(a)(xv) of the Seller Disclosure Schedule, or (z) as required by applicable Law, (A) grant, pay or provide for any severance, change of control or termination payments or benefits to any of its directors, officers or employees (other than inclusion in the rank-and-file severance plan of newly hired non-officer employees), (B) increase the salary, bonus, bonus opportunity, pension, welfare or severance benefits of any of its directors, officers or employees, except for (1) increases in annualized base salary or hourly wage rate of no more than 5% of such employee’s annualized base salary or hourly wage rate as in effect on the date hereof and (2) increases in short-term incentive opportunities attributable solely to such increases in annualized base salary or hourly wage rate (provided, however, that changes to the annualized total compensation of any employee shall be permitted to exceed 5% of such employee’s annual base salary or hourly wage rate in the event that such employee is replacing a departing incumbent employee, but only to the extent that the amount of each element of compensation for such employee does not exceed the corresponding amount of each element of compensation of the departing incumbent employee), or (C) establish, adopt, enter into, amend or terminate any Company Benefit Plan (or any plan, agreement or arrangement that would be a Company Benefit Plan if in effect as of the date hereof) or amend the terms of any outstanding equity-based awards, except as required by applicable Law, as required by the Benefit Plans in effect as of the date hereof, or to effectuate any change allowed under this Section 5.1(a)(xv); (xvi) (A) transfer Company Employees from the Company or any of its Subsidiaries to other operations of Seller or its Affiliates or transfer employees of Seller or its Affiliates (other than the Company and its Subsidiaries) to the Company or any of its Subsidiaries from Seller’s or its Affiliates’ other operations or (B) solicit any Company Employee for employment, offer employment to any Company Employee or induce any Company Employee to seek employment (currently or in the future) with Seller’s or its Affiliates’ other operations, including by allowing a Company Employee to “post” on any internal job boards; (xvii) manage payables, receivables (including Intercompany Payables and Intercompany Receivables), current assets, current liabilities or working capital in any manner other than in the Company Ordinary Course of Business, except for those matters in connection with any settlement or compromise of any Action permitted by Section 5.1(a)(xiv); (xviii) enter into any new line of business outside of its existing business segments; (xix) fail to use reasonable best efforts to maintain insurance coverage substantially similar in all material respects to the insurance coverage maintained by the Company and its Subsidiaries as of the date hereof; or (xx) propose to, authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing. (b) From the date of this Agreement until the Closing, except as (A) set forth in Section 5.1(b) of the Seller Disclosure Schedule, (B) Purchaser may otherwise consent, (C) expressly permitted by this Agreement, or (D) required by applicable Laws, Governmental Orders or Self-Regulatory Organization Orders, Parent will not and will cause its Subsidiaries not to: (i) make materially increase the allocation of floor space or other charges to the Company and its Subsidiaries in respect of any office that the Company or any of its Subsidiaries shares with Parent or any of its Affiliates (other than the Company and its Subsidiaries) (a “Shared Office”), or use any location as a Shared Office that is not a Shared Office as of the date hereof; (ii) enter into, amend, modify, renew, extend or terminate any lease relating to the Company Leased Real Property or any Shared Office in any material respect; provided, however, that Parent or the Company or any of the Company’s Subsidiaries may extend a lease for a Shared Office to which none of the Company or its Subsidiaries is the tenant or guarantor, so long as the Company and its Subsidiaries are not liable for any allocation or other charges beyond the termination date of such lease prior to its extension; or (iii) other than in the Company Ordinary Course of Business, call or otherwise rescind any loan greater than $7,500,000, make to any sponsored finance loan greater than $3,000,000, purchase a participation of the Company’s or its Subsidiaries’ financial advisors except as may be required by the terms of such loans in the event of non-payment by such financial advisor. (c) Purchaser shall not knowingly take or permit any loan of its Affiliates to take or pool omit to take or permit any of loansits Affiliates to omit to take any action (i) that would, or renew any loan greater than $7,500,000is reasonably likely to, prevent or materially delay the consummation of, or materially impair Purchaser’s ability to consummate, the transactions contemplated by this Agreement or the Transition Services Agreement, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” that is intended or worse; or (p) agree is reasonably likely to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body result in support of, any of the actions prohibited conditions set forth in Article VII not being satisfied, except, in each case, as may be required by this Section 4.02applicable Law, Governmental Order or Self-Regulatory Organization Order.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC Pinnacle Disclosure Schedule or the SCB IFC Disclosure Schedule, as the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by Lawthe Option Agreements, neither CBC 23 Pinnacle nor SCB IFC shall, and neither CBC Pinnacle nor SCB IFC shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): other: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of CBC Pinnacle or any of its wholly-owned Subsidiaries to CBC Pinnacle or any of its wholly-owned Subsidiaries, on the one hand, or of SCB IFC or any of its wholly-owned Subsidiaries to SCB IFC or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; , or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (b) (i) adjust, split, combine or reclassify any shares of capital stock; ; (ii) make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, (except, in each case, (A) in the case of Pinnacle, for regular quarterly cash dividends on Pinnacle Common Stock at a rate not in excess of $0.25 per share of Pinnacle Common Stock, (B) in the case of IFC, for regular quarterly cash dividends on IFC Common Stock at a rate not in excess of $0.21 per share of IFC Common Stock, (C) for dividends paid by any of the Subsidiaries of each of CBC Pinnacle and SCB IFC to CBC Pinnacle or SCB IFC or any of their wholly-owned Subsidiaries, respectively, and (BD) for dividends paid in the acceptance ordinary course of shares business by any subsidiaries (whether or not wholly owned) of CBC Common Stock or SCB Common Stockeach of Pinnacle and IFC), as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, rights or grant any Person individual, corporation or other entity any right to acquire any shares of its capital stock (and no further or other equity additional options to purchase stock shall be granted pursuant to the Pinnacle Stock Plans or voting securities of CBC the IFC Stock Plans, except as otherwise agreed in writing by Pinnacle and IFC) or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding issue any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to (A) the exercise of stock options or the vesting or settlement of equity compensation awards warrants outstanding as of the date hereof hereof, (B) the Option Agreements, or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms; (C) as permitted unless clause (iii) above; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than except in the ordinary course of business, business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; ; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of businessbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than a wholly-owned Subsidiary of CBC or SCB, as applicable; thereof; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and as would not reasonably be expected to materially increase the cost leases without material adverse changes of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, terms; (iif) increase in any manner the compensation or fringe benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards of its employees or other compensation pay any pension or benefits, (iv) enter into retirement allowance not required by any new, existing plan or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action employees or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the business benefit of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, employee other than in the ordinary course of business consistent with past practicepractice or accelerate the vesting of any stock options or other stock-based compensation; (g) solicit, change in encourage or authorize or permit any material respect its lendingindividual, investment, underwriting, risk and asset liability management and corporation or other banking and operating, hedging, securitization and servicing policies (including entity to solicit from any change in third party any inquiries or proposals relating to the maximum ratio or similar limits as a percentage disposition of its capital exposure applicable with respect to its loan portfolio business or any segment thereof), except as required by applicable Law, regulation or policies imposed byassets, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worse; or (p) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.02.24

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC Parent Disclosure Schedule or as disclosed in the SCB Disclosure ScheduleParent Commission Documents filed prior to the date hereof and, except as expressly contemplated or permitted by this Agreement, the Merger Agreement or as required by Lawthe Option Agreements, neither CBC Parent nor SCB shall, and neither CBC nor SCB LLC shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):Lycos and TMCS: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness and in amounts that are not material, incur any indebtedness on behalf of the Contributed Businesses, for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of CBC or any of its wholly-owned Subsidiaries to CBC or any of its wholly-owned Subsidiariesthe Contributed Businesses, on the one hand, or of SCB or to any of its wholly-owned Subsidiaries to SCB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance; (i) adjust, split, combine or reclassify any shares of capital stock; (ii) make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquireacquire or encumber, any shares of its the capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its the capital stock stock, of any Contributed Businesses provided, however, that Parent shall be permitted to sweep or other equity or voting securities, except, in each case, (A) dividends paid by any of otherwise cause to be distributed cash from the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreementsContributed Businesses; (iiii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, rights or grant any Person individual, corporation or other entity any right to acquire any shares of capital the stock or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries;entity included in the Contributed Businesses; or (ivii) issue, sell, transfer, encumber or otherwise permit to become outstanding issue any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, Contributed Businesses except pursuant to the exercise of stock options or under the vesting or settlement of equity compensation awards Internet Shopping Network stock option plans issued and outstanding as of the date hereof or granted after the date hereof to the extent authorized under this Agreement, in each case accordance with their terms;hereof. (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business, consistent with past practice, increase in any manner the compensation or pursuant fringe benefits of any of the employees of the Contributed Businesses or pay any pension, severance or retirement allowance not required by any existing plan or agreement to contracts any such employees or agreements in force at become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the date benefit of this Agreementsuch employee, or accelerate the vesting of, or the lapsing of restrictions with respect to, any stock options or other stock-based compensation; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make settle any material investment in claim, action or acquisition of (whether by purchase of stock or securitiesproceeding involving money damages, contributions provided that such money damages are paid prior to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other Person or the property or assets of any other Person, in each case, other than a wholly-owned Subsidiary of CBC or SCB, as applicableClosing; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost of benefits under any such CBC Benefit Plan or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employee; (g) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) knowingly take any action that would prevent or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent impede the Merger Mergers and the Contribution, taken together, from qualifying as a “reorganization” within the meaning of an exchange contemplated by Section 368(a) 351 of the Code; (if) amend its articles of incorporation, its bylaws take any action that is intended or comparable governing documents expected to result in any of its Significant Subsidiariesrepresentations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Mergers set forth in Article X of the Merger Agreement not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (jg) enter into any "non-compete" or similar agreement that would materially restructure or materially change its investment securities, derivatives, wholesale funding restrict the businesses of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or Newco following consummation of the manner in which the portfolio is classified or reportedTransactions; (kh) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Contributed Businesses (other than as contemplated by the Transactions); (i) implement or adopt any change in its accounting principles, practices or methodsmethods as they relate to the Contributed Businesses, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including any change in the maximum ratio GAAP or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed by, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date of this Agreement, (i) make any loan greater than $7,500,000, make any sponsored finance loan greater than $3,000,000, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worseregulatory guidelines; or (pj) agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 4.025.3.

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the CBC ANTEC Disclosure Schedule Schedules or the SCB TSX Disclosure ScheduleSchedules, as the case may be, or, except as expressly contemplated or permitted by this Agreement or as required by LawAgreement, neither CBC ANTEC nor SCB TSX shall, and neither CBC nor SCB or shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed):other: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, (ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of businessbusiness consistent with past practice, (i) incur any indebtedness for borrowed money (other than pursuant to existing lines of credit or short-term indebtedness incurred in the ordinary course of business consistent with past practice, indebtedness of CBC or ANTEC to any of its wholly-owned the ANTEC Subsidiaries or of any of the ANTEC Subsidiaries to CBC ANTEC, or indebtedness of TSX to any of its wholly-owned Subsidiaries, on the one hand, TSX Subsidiaries or of SCB or any of its wholly-owned the TSX Subsidiaries to SCB or any of its wholly-owned SubsidiariesTSX, on as the other hand), or case may be) (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or (iii) make any loan or advance; (b) (i) adjust, split, combine or reclassify any shares of capital stock; , (ii) make, declare, declare or pay any dividend or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securitiesstock, except, in each case, (A) dividends paid by any of the Subsidiaries of each of CBC and SCB to CBC or SCB or any of their wholly-owned Subsidiaries, respectively, and (B) the acceptance of shares of CBC Common Stock or SCB Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, rights or grant any Person individual, corporation or other entity any right to acquire any shares of its capital stock stock, or other equity or voting securities of CBC or SCB or any of their respective Subsidiaries; (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding issue any additional shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of CBC or SCB or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards warrants outstanding as of the date hereof hereof, including the 117,656 stock options reflected in Schedule 3.2 to the TSX Disclosure Schedules, except that (y) in January 1997, consistent with its prior practices, ANTEC may grant stock options, SAR or granted after other benefits to employees of ANTEC pursuant to any ANTEC employee stock option or other benefit plan, and (z) provided that Tele- Communications, Inc. waives its preemptive rights with respect thereto in the event the Merger is consummated, from time to time TSX may in the ordinary course of business grant each supervisory (or more senior) employee hired subsequently to the date hereof hereof, under its Long-Term Incentive Compensation Program, stock options to purchase up to 5,000 shares of TSX Common Stock, but not in excess of 40,000 in the extent authorized under this Agreement, in each case accordance with their terms;aggregate. (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such Person person or any claims held by any such Personperson, in each case other than except in the ordinary course of business, business consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith transactions in the ordinary course of businessbusiness consistent with past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment in or acquisition of (whether either by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation purchase of a joint venture or otherwise) any other Person or the property or assets of any other Personindividual, in each case, corporation or other entity other than a wholly-owned Subsidiary of CBC thereof or SCB, as applicableany existing joint venture; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBC Contract or SCB Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBC or SCB, or enter into any contract that would constitute a CBC Contract or SCB Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable Law or the terms of any CBC Benefit Plan or SCB Benefit Plan existing as of the date hereof, as applicable, (i) enter into, establish, adopt, amend or terminate any CBC Benefit Plan or SCB Benefit Plan, or any arrangement that would be a CBC Benefit Plan or a SCB Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost practice, enter into or terminate any material contract or agreement, or make any change in any of benefits under any such CBC Benefit Plan its material leases or SCB Benefit Plan, as the case may be, (ii) increase the compensation or benefits payable to any current or former employee, director or individual consultantcontracts, other than increases for current employees with an annual base salary below $150,000 in connection with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course renewals of business consistent with past practice contracts and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting leases without material adverse changes of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any CBC Benefit Plan or SCB Benefit Plan, as the case may be, or (vi) hire or promote any employee with an annual base salary equal to or in excess of $150,000, or significantly change the responsibilities assigned to any such employeeterms; (gf) settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount and for consideration not in excess of $25,000 individually or $50,000 in the aggregate and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation or its Subsidiaries; (h) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) amend its articles of incorporation, its bylaws or comparable governing documents of its Significant Subsidiaries; (j) materially restructure or materially change its investment securities, derivatives, wholesale funding of bank owned life insurance portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (k) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business consistent with past practice, change increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, except that ANTEC may adopt and, if it deems appropriate, submit for stockholder approval a new stock option or other stock based incentive plan or may increase the number of shares or interests issuable under existing plans. Without by implication limiting the foregoing, no payments other than as set forth in Schedule 3.18 of the TSX Disclosure Schedules shall be made with respect to officers of TSX; (g) accelerate the vesting of any stock options or other stock-based compensation or any other compensation related benefits; (h) settle any claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (i) take any action that would prevent or impede the Merger from qualifying (i) for "pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; (j) amend its certificate of incorporation or articles of incorporation, as the case may be, or its bylaws, except that ANTEC may increase its number of authorized shares of ANTEC Common Stock; (k) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging, securitization and servicing policies (including at any change in time prior to the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable Law, regulation or policies imposed byEffective Time, or recommendation of, any Governmental Entity; (m) merge or consolidate itself or in any of its Significant Subsidiaries with the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; (o) other than in prior consultation with the other party to this Agreement, except for loans or extensions of credit approved and/or committed as of the date provision of this Agreement, (i) make any loan greater than $7,500,000except, make any sponsored finance loan greater than $3,000,000in every case, purchase a participation in any loan or pool of loans, or renew any loan greater than $7,500,000, or (ii) renew for more than 12 months any loans greater than $1,000,000 rated “special mention” or worseas may be required by applicable law; or (pl) agree to taketo, or make any commitment to taketo, or adopt any resolutions of its board of directors or similar governing body in support of, take any of the actions prohibited by this Section 4.025.2.