Common use of Forbearances Clause in Contracts

Forbearances. During the period from the date of this Agreement through the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2, neither Party shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue any additional shares of capital stock or any Voting Debt, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) any other Person other than its wholly owned Subsidiaries as of the date of this Agreement; (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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (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 of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 benefits of any of its officers, employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (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 BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse 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 financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (m) 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 6 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (p) agree to take any of the actions prohibited to it by this Section 5.2.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2 or required by law, neither Party Business Bank nor the Bank shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (or, with respect to Section 4.2(u) or 4.2(w), the chief credit officer or chief lending officer of SBC) (which Consent consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except Except as provided set forth in Section 5.3, 4.2(b) of the Company Disclosure Letter (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtexcept pursuant to the exercise of Business Bank Equity Awards outstanding as of the date of this Agreement, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (di) 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 practice) any of its portfolio of loans, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practice: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business consistent with past practice or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms or deletions of termsotherwise amend or modify any material Contract; (ik) other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable Lawas set forth in Section 4.2(k) of the Company Disclosure Letter, (i) increase in any manner the compensation or fringe benefits of of, or grant any bonuses to, any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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, retention agreement or severance arrangement 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 practicedirector, or (iv) accelerate make any changes to a Benefit Plan that are not required by Law or (v) hire or terminate the vesting ofemployment of a chief executive officer, president, chief financial officer, chief risk officer, chief credit officer, internal auditor, general counsel or other officer holding the lapsing position of restrictions senior vice president or above or any employee with respect to, Rights pursuant annual base salary and annual incentive compensation that is reasonably anticipated to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellonexceed $100,000; (jl) settle any Litigation, except for in the ordinary course of business; (m) revalue any Litigation involving solely money damages in an amount that is not material to such Party and of its or its Subsidiaries’ assets or change any method of accounting or accounting practice used by it or its Subsidiaries, taken as a whole, and that does not involve other than changes required by GAAP or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe FDIC or any Regulatory Authority; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (ln) file or amend any material 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 except to the extent consistent with past practice or as required by Law; or change any material 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 state, local or foreign 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; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party Business Bank from exercising its respective rights under Section 5.13Sections 4.5(a) or 4.12; (np) 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, 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 Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) except in the ordinary course of business consistent with past practice, 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 Business Bank’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than the Business Bank Target Consolidated Tangible Shareholders’ Equity 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 or made available 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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $250,000 and which is unsecured, or $1.0 million and which is secured, shall 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; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would reasonably be expected to materially interfere with, the consummation of the Merger; (y) knowingly take any action that would prevent or impede the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pz) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During the period from the date of this Agreement through the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2Agreement, neither Party shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.34.3, (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) any other Person other than its wholly owned Subsidiaries as of the date of this AgreementSubsidiaries; (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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (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 of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(e) of its Disclosure LetterLetter 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 consistent with past practicebusiness: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness)money; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Personadvance; (g) other than in consultation with the other Party and NewcoParty, restructure or make any material change to its investment securities portfolio, its 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, terminateterminate or waive, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material 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 Lawlaw, (i) increase in any manner the compensation or fringe benefits of any of its officers, employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) 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 (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businesspractice, (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 other than in the ordinary course of business consistent with past practicedirectors, (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 BNY Regions Stock Plans in the case of BNYRegions, and Rights pursuant to Mellon AmSouth Stock Plans in the case of MellonAmSouth; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount 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 an adverse 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) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; make, change or revoke any material Tax election except election; agree to an extension of the statute of limitations with respect to the extent consistent with past practice assessment or as required by Lawcollection of material Taxes; or change make or surrender any claim for a material method refund of Tax accounting, except as required by applicable LawTaxes; (m) 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 6 5 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(m) shall preclude any Party from exercising its respective rights under Section 5.134.11; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During the period from the date of this Agreement through to the Effective Timeearlier of the Closing Date or the termination of this Agreement, and except as set forth in its Section 5.2 of the Company Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2Memorandum, neither Party shall, and neither Party the Company shall permit any of its Subsidiaries or Newco tonot, without the prior written Consent consent of Sterling (and the other Party (which Consent Company shall not be unreasonably withheld or delayedprovide Sterling with prompt notice of any events referred to in this Section 5.2 occurring after the date hereof): (a) amend its Organizational Documents (except as provided herein)other than in the ordinary course of business consistent with past practice, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination incur any indebtedness for borrowed money (other than with respect short-term indebtedness incurred to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiariesrefinance short-term indebtedness and indebtedness of the Company), assume, guarantee, endorse or a letter otherwise as an accommodation become responsible for the obligations of intent any other Person, or agreement make any loan or advance other than in principle the ordinary course of business consistent with respect theretopast practice and prudent business practices; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) ; make, declare or pay any dividend, dividend or make any other distribution from earnings of the Company in calendar year 2007 on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant any stock options or issue stock awards, or grant any Rights, (iv) Person any right to acquire any shares of its capital stock; or issue any additional shares of capital stock or any Voting Debt, or (v) make any change in any instrument or Contract governing the terms of any of its securitiesstock; (c) other than sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person, or cancel, release or assign any indebtedness to such Person or any claims held by any such Person, except in the ordinary course of business consistent with past practice and prudent business practices or pursuant to Contracts contracts or agreements in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, Agreement; (d) make any material investment (other than trades in or acquisition of (investment securities in the ordinary course) either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) assets of any other Person other than its wholly owned Subsidiaries as of the date of this Agreement; (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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facilityPerson; (e) sellenter into, transferterminate or fail to exercise any material right under, mortgageany contract or agreement involving annual payments in excess of $10,000 and which cannot be terminated without penalty upon 30 days’ notice, encumber or otherwise dispose make any change in, or extension of any part of its business or (other than automatic extensions) any of its properties leases or assets to any Person other than a wholly owned Subsidiary, or cancel, release or assign any indebtedness contracts involving annual payments in excess of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement $10,000 and disclosed in Section 5.2(e) of its Disclosure Letterwhich cannot be terminated without penalty upon 30 days’ notice; (f) other than in modify the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness); assume, guarantee, endorse Company Benefit Plan (including any severance pay plan) or otherwise as an accommodation become responsible for the obligations of any Person; increase or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 modify in any manner the compensation or fringe benefits of any of its officersEmployees (including, employees without limitation, entering into any commitment to pay any “stay bonuses” or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(isimilar benefits) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (ii) pay any pension or retirement allowance not required by any existing Compensation and Benefit Plan plan or Contract agreement to any such officersEmployees, employees pay any bonuses, or directors other than in the ordinary course of business consistent with past practice, (iii) become a party to, amend or commit itself to any Compensation and Benefit Plan pension, retirement, profit-sharing or Contract (welfare benefit plan or any individual Contracts evidencing grants or awards thereunder) agreement or employment agreement with or for the benefit of any officer, employee or director Employee other than with respect to employees who are not directors or executive officers routine adjustments in compensation and then only fringe benefits in the ordinary course of business consistent with past practicepractice (except as may be contemplated by this Agreement); (g) settle any claim, action or proceeding involving the payment of money damages in excess of $10,000; (ivh) accelerate the vesting ofamend its Articles of Incorporation or its bylaws; (i) fail to maintain its Regulatory Agreements, material Authorizations or the lapsing of restrictions with respect toto file in a timely fashion all federal, Rights pursuant to BNY Stock Plans in the case of BNYstate, local and Rights pursuant to Mellon Stock Plans in the case of Mellonforeign Tax Returns; (j) settle make any Litigation, except for any Litigation involving solely money damages capital expenditures of more than $10,000 individually or $50,000 in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe aggregate; (k) implement fail to maintain or adopt any change administer each Company Benefit Plan in its financial accounting principles, practices accordance with applicable Law or methods, including reserving methodologies, other than as may be timely make all contributions or accruals required by GAAP, regulatory accounting guidelines or applicable Lawthereunder; (l) file take any action that is intended or amend may reasonably be expected to result in any material Tax Return except of its representations and warranties set forth in the ordinary course of business; settle this Agreement being or compromise becoming untrue at any material Tax Liability; make, change or revoke any material Tax election except time prior to the extent consistent with past practice Closing Date, or in any of the conditions to the Share Exchange set forth in Article VIII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as required by Law; or change any material method of Tax accounting, except as may be required by applicable Law; (m) knowingly take, change any methods or knowingly omit to take, any action that is reasonably likely to result policies of accounting from those used in any of the conditions to the Merger set forth in Article 6 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13Company Financial Statements; (n) make or change any election, including without limitation, electing to continue as a Subchapter S corporation, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action that relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would reasonably be expected to prevent have the Merger from qualifying as a reorganization within effect of increasing the meaning of Section 368(a) Tax liability of the Internal Revenue Code;Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; or (o) adopt a plan of complete agree, or partial liquidation make any commitment, to take, in writing or resolutions providing for or authorizing such a liquidation or dissolutionotherwise, restructuring, recapitalization or reorganization; or (p) agree to take any of the actions prohibited to it by described in clauses (a) through (n) of this Section 5.2.

Forbearances. (i) During the period from the date of this Agreement through the Chilean Effective Time, except as set forth in Section 4.2(i) of its Disclosure Letter and Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.24.2, neither Party none of the Bank Parties shall, and neither Party none of the Bank Parties shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party Bank Parties (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly wholly-owned Subsidiaries), ) or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, 4.3 (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividenddividend (other than dividends paid in the ordinary course of business by any of its direct or indirect wholly-owned Subsidiaries to it or any of its other direct or indirect wholly-owned Subsidiaries) or dividends expressly permitted pursuant to Section 4.3), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell or otherwise permit to become outstanding any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securitiessecurities (other than for the purposes of effecting the Transactions) or (v) enter into any Contract with respect to the sale or voting of its capital stock; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement Agreement, and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, transfers or purchase of any property or assets) any other Person other than its wholly wholly- owned Subsidiaries as of the date of this Agreement; (d) (i) enter into any new line of businessbusiness which is not within the Banking Business, or (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating operating, policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, Authority or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility, other than branches in the jurisdiction of incorporation of each Bank Party in the ordinary course of business and consistent with past practice; (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 wholly-owned Subsidiary, Subsidiary or cancel, release or assign any indebtedness of any Person to any Person other than a wholly wholly-owned Subsidiary or any claims against any Person to any Person other than a wholly-owned Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(i)(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longindebtedness) other than indebtedness of it or any of its wholly-term indebtedness)owned Subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any PersonPerson which is not one of its wholly-owned subsidiaries; or make any loan or advance to any PersonPerson which is not one of its wholly-owned subsidiaries; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material Contract Contract, other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; or enter into any Contract that would be required to be disclosed under Section 3.1(k)(B), (D), (E), (G) or (H), or Section 3.2(k)(B), (D), (E), (G) or (H), as the case may be, if it were in effect on the date hereof; (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 by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of U.S.$350,000 or directors consultants (for avoidance of doubt, all references to “directors” in this Section 5.2(i4.2(i)(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (iiiii) become a party to, adopt, terminate, materially amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment employment, severance, change in control, retention, bonus guarantee, collective bargaining or similar agreement or arrangement with or for the benefit of any current or former officer, director, employee with annual base compensation in excess of $350,000 or director consultant or (iii) pay or award, or commit to pay or award, any bonuses (other than with bonuses in respect of which a provision has been made and contemplated in any of the Bank Parties’ yearly or quarterly financial statements prior to employees who are not directors the date hereof) or executive officers and then only in the ordinary course of business consistent with past practice, incentive compensation or (iv) grant or accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon;any equity-based awards. (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholegreater than $1,000,000 individually, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; or agree or consent to the issuance of any Order restricting, or otherwise affecting in any material respect, its business or operations; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by IFRS or Colombian GAAP, as applicable, regulatory accounting guidelines (including those passed by the Chilean Superintendency of Banks) or applicable Law, and as concurred to by its independent auditors; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability in an amount greater than $2,000,000; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material Taxes, surrender any right to claim a material Tax refund; or change any material method of Tax accounting, except as required by applicable Law; (m) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions, including the Chilean Merger and the Colombian Merger, set forth in Article 6 5 not being satisfied on a timely basis except except, in each case, as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited to it by this Section 5.24.2(i). (ii) During the period from the date of this Agreement through the Colombian Acquisition Closing or the Colombian Effective Time, as the case may be, except as set forth in Section 4.2(ii) of its Disclosure Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 4.2(ii), Itaú Colombia shall not, and shall not permit any of its Subsidiaries, and Itaú Parent shall not permit Itaú Colombia or any of the Subsidiaries of Itaú Colombia to, without the prior written Consent of the Corp Group Parties (which Consent shall not be unreasonably withheld or delayed), take any of the actions that would require the consent of Corp Group Parent under Section 2.8 of the Shareholders Agreement. (iii) Corp Group Parent and Itaú Parent agree that, for the purposes of this Section 4.2, any Subsidiary of any of the Bank Parties in which capital any of the Bank Parties or Bank Parties’ Affiliates or their officers or directors has a participation not lower than 95% shall be considered a wholly owned Subsidiary of such Bank Party.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2, neither Party NorthStar nor the Bank shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (which Consent consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtexcept pursuant to the exercise of NorthStar Equity Awards outstanding as of the date of this Agreement, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (d) (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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practices: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 or other liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business consistent with past practice or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms or deletions of termsotherwise amend or modify any material Contract; (ik) other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable LawAgreement, (i) increase in any manner the compensation or fringe benefits of of, or grant any bonuses to, any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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, retention agreement or severance arrangement 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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any NorthStar Stock Plans in the case of BNYPlan, and Rights except pursuant to Mellon Stock Plans in Section 1.7, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the case employment of Mellona 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; (jl) settle any Litigation, except for in the ordinary course of business; (m) revalue any Litigation involving solely money damages in an amount that is not material to such Party and of its or its Subsidiaries’ assets or change any method of accounting or accounting practice used by it or its Subsidiaries, taken as a whole, and that does not involve other than changes required by GAAP or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe FDIC or any Regulatory Authority; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (ln) file or amend any material 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 except to the extent consistent with past practice or as required by Law; or change any material 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 state, local or foreign 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; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party NorthStar from exercising its respective rights under Section 5.13Sections 4.5 or 4.12; (np) 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 Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) 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 NorthStar’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than the NorthStar Target Consolidated Tangible Shareholders’ Equity; (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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $500,000 and which is unsecured, or $1 million and which is secured, shall require the written approval of the chief executive officer, chief financial officer or chief credit officer of SNB, which approval or rejection shall be given at least two (2) Business Days after the loan package is delivered to SNB; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would reasonably be expected to materially interfere with, the consummation of the Merger; (y) knowingly take any action that would prevent or impede the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pz) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2 or required by law, neither Party Apollo nor the Bank shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBCF (or, with respect to Section 4.2(u) or 4.2(w), the chief credit officer or chief lending officer of SBC), which Consent consent shall not be unreasonably withheld or delayed):: (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except Except as provided set forth in Section 5.3, 4.2(b) of the Company Disclosure Letter (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtexcept pursuant to the exercise of Apollo Equity Awards outstanding as of the date of this Agreement, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (d) (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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practices: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business consistent with past practice or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms or deletions of termsotherwise amend or modify any material Contract; (ik) other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable Lawas set forth in Section 4.2(k) of the Company Disclosure Letter, (i) increase in any manner the compensation or fringe benefits of of, or grant any bonuses to, any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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, retention agreement or severance arrangement 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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any Apollo Stock Plans in the case of BNYPlan, and Rights except pursuant to Mellon Stock Plans in Section 1.7, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the case employment of Mellona 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; (jl) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse 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 financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) file or amend any material Tax Return except in the ordinary course of business; settle ; (m) revalue any of its or compromise its Subsidiaries’ assets or change any material Tax Liability; method of accounting or accounting practice used by it or its Subsidiaries, other than changes required by GAAP or the FDIC or any Regulatory Authority; (n) make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Lawtax election; adopt or change any material method tax accounting method; file any amended Tax Return; settle or compromise any Liability for Taxes; enter into any “closing agreement” as described in Section 7121 of Tax accounting, except as required by the Code (or any similar provision of applicable Law); surrender any right to claim 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; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party Apollo from exercising its respective rights under Section 5.13Sections 4.5(a) or 4.12; (np) 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 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 and 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) other than in the ordinary course of business and consistent with past practice, take any action or fail to take any action that will cause Apollo’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than $84.6 million; (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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $750,000 and which is unsecured, or $3.5 million and which is secured, shall 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; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would materially interfere with, the consummation of the Merger; (y) take any action, or refrain from taking any action, where such act or failure to act could reasonably be expected to prevent the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pz) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. (i) During the period from the date of this Agreement through the Chilean Effective Time, except as set forth in Section 4.2(i) of its Disclosure Letter and Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.24.2, neither Party none of the Bank Parties shall, and neither Party none of the Bank Parties shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party Bank Parties (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly wholly-owned Subsidiaries), ) or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, 4.3 (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividenddividend (other than dividends paid in the ordinary course of business by any of its direct or indirect wholly-owned Subsidiaries to it or any of its other direct or indirect wholly-owned Subsidiaries) or dividends expressly permitted pursuant to Section 4.3), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell or otherwise permit to become outstanding any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securitiessecurities (other than for the purposes of effecting the Transactions) or (v) enter into any Contract with respect to the sale or voting of its capital stock; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement Agreement, and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, transfers or purchase of any property or assets) any other Person other than its wholly wholly-owned Subsidiaries as of the date of this Agreement; (d) (i) enter into any new line of businessbusiness which is not within the Banking Business, or (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating operating, policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, Authority or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility, other than branches in the jurisdiction of incorporation of each Bank Party in the ordinary course of business and consistent with past practice; (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 wholly-owned Subsidiary, Subsidiary or cancel, release or assign any indebtedness of any Person to any Person other than a wholly wholly-owned Subsidiary or any claims against any Person to any Person other than a wholly-owned Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(i)(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longindebtedness) other than indebtedness of it or any of its wholly-term indebtedness)owned Subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any PersonPerson which is not one of its wholly-owned subsidiaries; or make any loan or advance to any PersonPerson which is not one of its wholly-owned subsidiaries; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material Contract Contract, other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; or enter into any Contract that would be required to be disclosed under Section 3.1(k)(B), (D), (E), (G) or (H), or Section 3.2(k)(B), (D), (E), (G) or (H), as the case may be, if it were in effect on the date hereof; (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 by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of U.S.$350,000 or directors consultants (for avoidance of doubt, all references to “"directors” " in this Section 5.2(i4.2(i)(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (iiiii) become a party to, adopt, terminate, materially amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment employment, severance, change in control, retention, bonus guarantee, collective bargaining or similar agreement or arrangement with or for the benefit of any current or former officer, director, employee with annual base compensation in excess of $350,000 or director consultant or (iii) pay or award, or commit to pay or award, any bonuses (other than with bonuses in respect of which a provision has been made and contemplated in any of the Bank Parties' yearly or quarterly financial statements prior to employees who are not directors the date hereof) or executive officers and then only in the ordinary course of business consistent with past practice, incentive compensation or (iv) grant or accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon;any equity-based awards. (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholegreater than $1,000,000 individually, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; or agree or consent to the issuance of any Order restricting, or otherwise affecting in any material respect, its business or operations; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by IFRS or Colombian GAAP, as applicable, regulatory accounting guidelines (including those passed by the Chilean Superintendency of Banks) or applicable Law, and as concurred to by its independent auditors; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability in an amount greater than $2,000,000; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material Taxes, surrender any right to claim a material Tax refund; or change any material method of Tax accounting, except as required by applicable Law; (m) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions, including the Chilean Merger set forth in Article 6 5 not being satisfied on a timely basis except except, in each case, as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited to it by this Section 5.24.2(i).

Forbearances. During the period from the date of this Agreement through the Effective Time, except as set forth in its Disclosure Letter and except Except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2, neither Party shall, and neither Party shall permit any of its Subsidiaries or Newco torequired by Legal Requirement, without the prior written Consent consent of the other Party Investar (which Consent and any such consent shall not be unreasonably withheld conditioned or delayed), CFG will not (and will cause each of its Subsidiaries not to): (aA) amend enter into any new material line of business or change its Organizational Documents lending, investment, underwriting, risk and asset liability management and other material banking and operating policies in any material respect; (except as provided herein)B) open, close or relocate any branch office, or enter into a plan acquire or sell or agree to acquire or sell any branch office or deposit liabilities; (C) issue, sell or otherwise permit to become outstanding, or dispose of consolidationor encumber or pledge, mergeror authorize or propose the creation of, share exchangeany additional shares of its capital stock or permit new shares of its stock to become subject to new grants; (D) issue, reorganization grant or similar business combination accelerate the vesting of any option, restricted stock award, warrant, call, commitment, subscription, right to repurchase or agreement of any character related to the authorized or issued capital stock of CFG or Cheaha Bank, or any securities convertible its shares of such stock; (E) except with respect to the Pre-Closing Dividend, make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its stock (other than with respect dividends from its wholly owned Subsidiaries to consolidations, mergers, share exchanges, reorganizations it or similar business combinations solely among another of its wholly owned Subsidiaries), ) or a letter of intent directly or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) indirectly adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect ofcombine, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, reclassify, purchase or of otherwise acquire, any shares of its capital stock stock; (F) sell, transfer, mortgage, encumber or any securities otherwise dispose of or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue any additional shares of capital stock or any Voting Debt, or (v) make any change in any instrument or Contract governing the terms of discontinue any of its securities; (c) assets, deposits, business or properties, except for sales, transfers, mortgages, encumbrances or other than dispositions or discontinuances in the ordinary course of business consistent with past practice and in a transaction that, together with other such transactions, is not material to CFG or pursuant to Contracts in force at the date of or permitted by this Agreement and Cheaha Bank, taken as a whole; (G) acquire (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make in each case in the ordinary and usual course of business consistent with past practice) all or any material investment in portion of the assets, business, deposits or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase properties of any property other Entity or assets) any other Person other than its wholly owned Subsidiaries as of the date of this Agreement; (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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (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 of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiarytransaction, except in the ordinary course of business consistent with past practice or pursuant to Contracts and in force as of the date of this Agreement and disclosed in Section 5.2(e) of its Disclosure Letter; (f) a transaction that, together with other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness); assumetransactions, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 benefits of any of its officers, employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (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 BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party it and its Subsidiaries, taken as a whole, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; (kH) enter into, amend, renew or terminate any agreement of the type that is or would be required to be disclosed in Section 3.13(A) of the Schedules other than as contemplated by this Agreement, unless the agreement is to be performed in full prior to the Closing; (I) amend its Constituent Documents or those of its Subsidiaries; (J) implement or adopt any change in its financial accounting principles, practices principles or methods, including reserving methodologiespolicies, other than as may be required by GAAP, GAAP or regulatory accounting guidelines or applicable Lawprinciples; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (mK) knowingly take, take or knowingly omit to take, take any action that is reasonably likely to result in any of the conditions to the Merger consummation of the Contemplated Transactions set forth in Article 6 Sections 7.01 or 7.02 not being satisfied satisfied; (L) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice; (M) except as set forth in Section 5.01(M) of the Schedules, make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its directors, officers, employees or agents, or enter into any employment or consulting contract (other than in the ordinary course consistent with past practices or as contemplated by this Agreement) or other agreement with any director, officer or employee or adopt, amend in any material respect or terminate any pension, employee welfare, retirement, stock purchase, stock option, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit‑sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or Employee Benefit Plan or agreement maintained by it for the benefit of its directors, employees or former employees, in each case except in the ordinary course of business and consistent with past practices, as contemplated by this Agreement and as may be required by Legal Requirements; (N) settle any Proceeding involving the payment by it of monetary damages or imposing a material restriction on the operations of CFG, Investar or any of their respective Subsidiaries; (O) mortgage, pledge or subject to Lien any of its property, business or assets, corporeal or incorporeal, except (i) statutory liens not yet delinquent, (ii) landlord liens, (iii) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purpose for which they are held, and (iv) pledges of assets to secure public funds deposits; (P) sell, transfer, lease to others or otherwise dispose of any of its material assets (except any sales or leases of property acquired by Cheaha Bank by foreclosure or otherwise, in each instance, in the ordinary course of business consistent with past practices) or cancel or compromise any debt or claim, or waive or release any right or claim of a timely basis value in excess of $25,000; (Q) make any capital expenditures or capital additions or betterments in excess of an aggregate of $25,000; (R) hire or employ any new employee with an annual salary exceeding $50,000, or hire or employ any Person for any newly created position; (S) sell or dispose of, or otherwise divest itself of the ownership, possession, custody or control, of any corporate books or records of any nature that, in accordance with sound business practice, normally are retained for a period of time after their use, creation or receipt, except at the end of the normal retention period; (T) materially change any method, practice or principle of accounting, except as may be required from time to time by applicable LawGAAP (without regard to any early adoption date) or any Governmental Authority; provided, that nothing (U) sell (other than for payment at maturity) or purchase any securities other than in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13the ordinary course of business with past practices; (nV) take make, commit to make, renew, extend the maturity of, or alter any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Codematerial terms of any Loan in excess of $1,000,000 without Investar’s consent, which consent Investar will be deemed to have given unless it objects to the Loan within three (3) Business Days of receiving a notice from CFG identifying the proposed borrower, the loan amount, and the material Loan terms; (oW) adopt renew, extend the maturity of, or alter any of the material terms of any Loan which has been classified as, or, in the exercise of reasonable diligence by Cheaha Bank or any Governmental Authority with supervisory jurisdiction over Cheaha Bank, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “watch,” “pass/watch” or any comparable classifications by such Persons, in excess of $250,000; (X) make or commit to make a plan loan to any borrower with an outstanding loan agreement, note or borrowing arrangement with Cheaha Bank which has been classified as or, in the exercise of complete reasonable diligence by Cheaha or partial liquidation any Governmental Authority with supervisory jurisdiction over Cheaha Bank, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “watch,” “pass/watch” or resolutions providing for any comparable classifications by such Persons; (Y) enter into any acquisitions or authorizing such a liquidation leases of real property, including new leases and lease extensions, excluding the acquisition of property acquired by Cheaha Bank by foreclosure or dissolution, restructuring, recapitalization or reorganizationotherwise; or (pZ) agree foreclose upon or otherwise acquire any commercial real property prior to receipt and approval by Investar of a Phase I environmental review thereof; (AA) excluding deposits and certificates of deposit, incur or modify any indebtedness for borrowed money, including Federal Home Loan Bank advances; (BB) prepay any indebtedness or other similar arrangements resulting in any prepayment penalty thereunder; (CC) issue a replacement of any certificate representing its securities except upon (i) written notice to Investar, (ii) presentation of a properly executed lost certificate affidavit in form reasonably satisfactory to Investar and (iii) if required by Investar, the delivery of an indemnity or surety bond in the amount of the consideration payable with respect to shares of CFG Common Stock represented therein; (DD) take or fail to take any action which would adversely affect or delay in any material respects the ability of Cheaha Bank or Investar to obtain any approvals from any regulatory agencies or other approvals required for consummation of the actions prohibited Contemplated Transactions or to it by perform its obligations and agreements under this Section 5.2Agreement; or (EE) enter into any contract, with respect to, or otherwise agree or commit to do, any of the foregoing.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2, neither Party shall, and neither Party the Company shall permit any of its Subsidiaries or Newco tonot, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (which Consent consent shall not be unreasonably withheld withheld, conditioned or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtexcept pursuant to the exercise of the Company Equity Awards outstanding as of the date of this Agreement, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (d) (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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practices: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business consistent with past practice or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms or deletions of termsotherwise amend or modify any material Contract; (ik) except as set forth in Section 4.2(k) of the Company Disclosure Letter and other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable LawAgreement, (i) increase in any manner the compensation or fringe benefits of of, or grant any bonuses to, any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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, retention agreement or severance arrangement 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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any the Company Stock Plans in the case of BNYPlan, and Rights except pursuant to Mellon Stock Plans in Section 1.6, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the case employment of Mellona 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; (jl) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe ordinary course of business; (km) implement revalue any of its assets or adopt change any change in its financial method of accounting principles, practices or methods, including reserving methodologiesaccounting practice used by it, other than as may be changes required by GAAP, regulatory accounting guidelines GAAP or applicable Lawthe FDIC or any Regulatory Authority; (ln) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability for Taxes; or make, change or revoke any material Tax tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax 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 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 to Taxes; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party the Company from exercising its respective rights under Section 5.13Sections 4.5 or 4.12; (np) 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 Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) 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 the Company’s Consolidated Tangible Shareholders’ Equity to be less than $14,104,000 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 Company from extending or renewing credit or 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; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $250,000 and which is unsecured, or $500,000 and which is secured, shall require the written approval of the chief executive officer, chief financial officer or chief credit officer of SNB, which approval shall not be unreasonably conditioned, delayed or withheld, and the approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to SNB; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would reasonably be expected to materially interfere with, the consummation of the Merger; (y) knowingly take any action that would prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pz) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2 or required by law, neither Party Fourth Street nor the Bank shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (which Consent consent shall not be unreasonably withheld or delayed, provided, however, with respect to Section 4.2(i), Section 4.2(s) and Section 4.2(w), if Seacoast shall not have disapproved of Fourth Street’s or the Bank’s request in writing within two (2) Business Days of receipt of such written request from Fourth Street or the Bank, then such request shall be deemed to be approved by Seacoast): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock (except to redeem any portion of the Debentures which do not convert to shares of Fourth Street Common Stock prior to the Closing Date) 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtexcept pursuant to the exercise of Fourth Street Equity Awards outstanding as of the date of this Agreement and except pursuant to the conversion of the Debentures, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (di) 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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practices (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except as set forth in Section 4.2(g)(iii) of the Company Disclosure Letter, except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business consistent with past practice or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms or deletions of termsotherwise amend or modify any material Contract; (ik) other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable Lawas set forth in Section 4.2(k) of the Company Disclosure Letter, (i) increase in any manner the compensation or fringe benefits of of, or grant any bonuses to, any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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, retention agreement or severance arrangement 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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any Fourth Street Stock Plans in the case of BNYPlan, and Rights except pursuant to Mellon Stock Plans in Section 1.7, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the case employment of Mellona 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; (jl) settle any Litigation, except for in the ordinary course of business; (m) revalue any Litigation involving solely money damages in an amount that is not material to such Party and of its or its Subsidiaries’ assets or change any method of accounting or accounting practice used by it or its Subsidiaries, taken as a whole, and that does not involve other than changes required by GAAP or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe FDIC or any Regulatory Authority; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (ln) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability for Taxes; or make, change or revoke any material Tax tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax 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 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; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party Fourth Street from exercising its respective rights under Section 5.13Sections 4.5 or 4.12; (np) 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 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 and 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 Fourth Street’s Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than the Fourth Street Target Consolidated Tangible Shareholders’ Equity; (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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $500,000 and which is unsecured, or $1,000,000 and which is secured, shall require the written approval of the chief executive officer, chief financial officer or chief credit officer of SNB, which approval or rejection shall be given at least two (2) Business Days after the loan package is delivered to SNB; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would reasonably be expected to materially interfere with, the consummation of the Merger; (y) knowingly take any action that would prevent or impede the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pz) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2, neither Party shall, and neither Party the Company shall permit any of its Subsidiaries or Newco tonot, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC, (or, with respect to Sections 4.2(u) or 4.2(w), the chief credit officer or chief lending officer of SBC) (which Consent consent shall not be unreasonably withheld or delayed): ): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect thereto; concerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtexcept pursuant to the exercise of the Company Equity Awards outstanding as of the date of this Agreement, or (v) make any change in any instrument or Contract governing the terms of any of its securities; ; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this Agreement; Person; (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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (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 of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 benefits of any of its officers, employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (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 BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse 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 financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (m) 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 6 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (p) agree to take any of the actions prohibited to it by this Section 5.2.

Forbearances. (i) During the period from the date of this Agreement through the Chilean Effective Time, except as set forth in Section 4.2(i) of its Disclosure Letter and Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.24.2, neither Party none of the Bank Parties shall, and neither Party none of the Bank Parties shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party Bank Parties (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly wholly-owned Subsidiaries), ) or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, 4.3 (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividenddividend (other than dividends paid in the ordinary course of business by any of its direct or indirect wholly-owned Subsidiaries to it or any of its other direct or indirect wholly-owned Subsidiaries) or dividends expressly permitted pursuant to Section 4.3), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell or otherwise permit to become outstanding any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securitiessecurities (other than for the purposes of effecting the Transactions) or (v) enter into any Contract with respect to the sale or voting of its capital stock; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement Agreement, and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, transfers or purchase of any property or assets) any other Person other than its wholly wholly-owned Subsidiaries as of the date of this Agreement; (d) (i) enter into any new line of businessbusiness which is not within the Banking Business, or (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating operating, policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, Authority or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility, other than branches in the jurisdiction of incorporation of each Bank Party in the ordinary course of business and consistent with past practice; (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 wholly-owned Subsidiary, Subsidiary or cancel, release or assign any indebtedness of any Person to any Person other than a wholly wholly-owned Subsidiary or any claims against any Person to any Person other than a wholly-owned Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(i)(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longindebtedness) other than indebtedness of it or any of its wholly-term indebtedness)owned Subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any PersonPerson which is not one of its wholly-owned subsidiaries; or make any loan or advance to any PersonPerson which is not one of its wholly-owned subsidiaries; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material Contract Contract, other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; or enter into any Contract that would be required to be disclosed under Section 3.1(k)(B), (D), (E), (G) or (H), or Section 3.2(k)(B), (D), (E), (G) or (H), as the case may be, if it were in effect on the date hereof; (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 by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of U.S.$350,000 or directors consultants (for avoidance of doubt, all references to “directors” in this Section 5.2(i4.2(i)(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (iiiii) become a party to, adopt, terminate, materially amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment employment, severance, change in control, retention, bonus guarantee, collective bargaining or similar agreement or arrangement with or for the benefit of any current or former officer, director, employee with annual base compensation in excess of $350,000 or director consultant or (iii) pay or award, or commit to pay or award, any bonuses (other than with bonuses in respect of which a provision has been made and contemplated in any of the Bank Parties’ yearly or quarterly financial statements prior to employees who are not directors the date hereof) or executive officers and then only in the ordinary course of business consistent with past practice, incentive compensation or (iv) grant or accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon;any equity-based awards. (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholegreater than $1,000,000 individually, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; or agree or consent to the issuance of any Order restricting, or otherwise affecting in any material respect, its business or operations; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by IFRS or Colombian GAAP, as applicable, regulatory accounting guidelines (including those passed by the Chilean Superintendency of Banks) or applicable Law, and as concurred to by its independent auditors; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability in an amount greater than $2,000,000; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material Taxes, surrender any right to claim a material Tax refund; or change any material method of Tax accounting, except as required by applicable Law; (m) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions, including the Chilean Merger and the Colombian Merger, set forth in Article 6 5 not being satisfied on a timely basis except except, in each case, as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited to it by this Section 5.24.2(i). (ii) During the period from the date of this Agreement through the Colombian Acquisition Closing or the Colombian Effective Time, as the case may be, except as set forth in Section 4.2(ii) of its Disclosure Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 4.2(ii), Itaú Colombia shall not, and shall not permit any of its Subsidiaries, and Itaú Parent shall not permit Itaú Colombia or any of the Subsidiaries of Itaú Colombia to, without the prior written Consent of the Corp Group Parties (which Consent shall not be unreasonably withheld or delayed), take any of the actions that would require the consent of Corp Group Parent under Section 2.8 of the Shareholders Agreement. (iii) Corp Group Parent and Itaú Parent agree that, for the purposes of this Section 4.2, any Subsidiary of any of the Bank Parties in which capital any of the Bank Parties or Bank Parties’ Affiliates or their officers or directors has a participation not lower than 95% shall be considered a wholly owned Subsidiary of such Bank Party.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2, neither Party shall, and neither Party the Company shall permit any of its Subsidiaries or Newco tonot, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (which Consent consent shall not be unreasonably withheld withheld, conditioned or delayed): (a) amend or propose to amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, other than the declaration and payment of dividends not greater than $0.05 per share per calendar quarter to the extent consistent with past practice, (iii) grant issue or issue otherwise permit to become outstanding, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any Rights, (iv) issue any additional shares of its capital stock or any Voting DebtRights, other than (x) issuances of Holdings Common Stock upon the exercise of Holdings Stock Options or Holdings Warrants in existence on the date hereof pursuant to their terms, or (vy) issuances of Holdings Common Stock pursuant to the Holdings ESPP as expressly permitted in Section 2.5(b); or (iv) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of practice, or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (di) 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, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount that exceeds 10% or $50,000, whichever is greater, less than its book value, except that this provision shall not be applicable to resolving the taking of any real estate by any Governmental Authority by eminent domain proceedings or litigation; (e) 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 in any material respect its lending, investment, underwriting, risk and asset liability management and or other banking and operating policies that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practice: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant, a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 (6) months or less)); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in consultation the ordinary course of business consistent with the other Party and Newcopast practice, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms, or otherwise amend or modify any material Contract; (ik) other than as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable LawAgreement, (i) increase in any manner the compensation or fringe benefits of any of its officers, employees or directors directors, whether under a Benefit Plan or otherwise, except for merit based or promotion based increases in annual base salary or wage rate for employees (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (xdirectors or executive officers) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businesspractice, (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 other than in the ordinary course of business consistent with past practicedirectors, (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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any Holdings Stock Plans in Plan, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the case employment of BNYa 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 Rights pursuant annual incentive compensation that is reasonably anticipated to Mellon Stock Plans in the case of Mellonexceed $125,000; (jl) commence, settle or agree to settle any Litigation, except for any Litigation involving solely in the ordinary course of business consistent with past practice that (i) involves only the payment of money damages not in an amount that is not material to such Party and its Subsidiariesexcess of $50,000 individually or $200,000 in the aggregate, taken as a whole, and that (ii) does not involve the imposition of any equitable relief on, or the admission of wrongdoing by, Holdings or the applicable Subsidiary thereof and (iii) would not create an adverse precedent for Litigation claims that is are reasonably likely to be material to it and Holdings or any of its Subsidiaries taken as a wholeSubsidiaries, or, after the Closing, Seacoast or any of its Subsidiaries; (km) implement revalue any of its or adopt its Subsidiaries’ assets or change any change in method of accounting or accounting practice used by it or any of its financial accounting principles, practices or methods, including reserving methodologiesSubsidiaries, other than as may be changes required by GAAP, regulatory accounting guidelines GAAP or applicable Lawthe FDIC or any Regulatory Authority; (ln) file or amend any material Tax Return except in the ordinary course of businessbusiness consistent with past practice; settle or compromise any material Tax Liability; or make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign 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; (mo) change its fiscal or Tax year; (p) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(p) shall preclude any Party Holdings from exercising its respective rights under Section 5.13Sections 4.5 or 4.12; (nq) merge or consolidate it or any of its Subsidiaries with any other Person; (r) 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, 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(r) of the Company Disclosure Letter; (s) enter into any Contract that would have been required to be disclosed in Section 3.2(k) of the Company Disclosure Letter had it been entered into prior to the execution of this Agreement; (t) make any changes in the mix, rates, terms or maturities of the 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 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; 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 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 lending practices or in connection with the workout or renegotiation of Loans currently in its Loan portfolio; provided further that from the date hereof, any new individual Loan or new extension of credit in excess $500,000 and which is unsecured, or $1 million and which is secured, shall require the written approval (which shall not be unreasonably withheld, conditioned or delayed) of the chief executive officer or chief credit officer of SNB, which approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to such individual; (v) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (w) 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 the Company or any of its Subsidiaries or, after the Effective Time, Holdings or any of its Subsidiaries; (x) waive any material benefits of, or agree to modify in any adverse respect, or fail to enforce, or consent to any matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party; (y) engage in (or modify in a manner adverse to the Company 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 any such Person or any Affiliate of such Person’s immediate family members); (z) enter into any new lease of real property or amend the terms of any existing lease of real property; (aa) incur or commit to incur any capital expenditure or authorization or commitment with respect to them that, in the aggregate is in excess of $50,000, except as disclosed in the annual business plan or budget previously disclosed to Seacoast; (bb) take any action that at the time of taking such action is reasonably likely to prevent, or would materially interfere with, the consummation of the Merger; (cc) 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 “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; ; or (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pdd) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During Except as set forth in Section 5.2 of the MKID Disclosure Schedule or Section 5.2 of the Scoop Disclosure Schedule, as the case may be, during the period from the date of this Agreement through to the Effective TimeClosing and, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2required by applicable law, rule or regulation, neither Party MKID nor Scoop shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party (other, which Consent consent shall not be unreasonably withheld or delayeddelayed (except with respect to clause (e)): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) ; make, declare or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) voting securities or other ownership interests, or grant any stock appreciation rights or issue grant any Rightsindividual, (iv) corporation or other entity any right or option to acquire any shares of its capital stock, voting securities or other ownership interests; or repurchase, redeem or otherwise acquire any shares of its capital stock or any capital stock, voting securities or ownership interests in any subsidiary; or issue any additional shares of capital stock stock, voting securities or any Voting Debt, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business consistent with past practice or ownership interests except pursuant to Contracts in force at the date (A) an offering or private placement of or permitted Scoop securities as contemplated by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase B) the exercise of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) any other Person other than its wholly owned Subsidiaries options outstanding as of the date of this Agreementhereof or (C) acquisitions and investments permitted by paragraph (b) hereof; (db) 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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (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 of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 benefits of any of its officers, employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (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 transactions in the ordinary course of business consistent with past practice, or (ivii) accelerate acquisitions of an entity or business having assets not exceeding 10% of the vesting ofconsolidated assets of MKID or Scoop, 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 the lapsing purchases of restrictions with respect toany property or assets of any other individual, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Melloncorporation or other entity other than a wholly owned subsidiary thereof; (jc) settle any Litigation, except for transactions in the ordinary course of business consistent with past practice, enter into or terminate any Litigation involving solely money damages contract or agreement, or make any change in an amount any of its leases or contracts, in each case that is not material to such Party party, other than renewals of contracts and its Subsidiaries, taken as a whole, and that does not involve or create an leases without materially adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholechanges of terms thereof; (kd) implement or adopt incur any change in its financial accounting principlesliability for indebtedness, practices or methodsguarantee the obligations of others, including reserving methodologiesindemnify others or, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) file or amend any material Tax Return except in the ordinary course of business; settle , incur any other liability; (e) increase the compensation or compromise fringe benefits of any material Tax Liability; make, change of its employees or revoke pay any material Tax election except pension or retirement allowance not required by any existing plan or agreement to any such employees other than in the extent ordinary course of business consistent with past practice but in no event in an aggregate amount exceeding $50,000, or as required by Law; become a party to, amend or change commit itself to any material method pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of Tax accounting, except as required by applicable Lawany employee or accelerate the vesting of any stock options or other stock-based compensation; (mf) 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 6 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13[Omitted]; (ng) take any action that would reasonably be expected to prevent or impede the Merger Transaction from qualifying (i) for the purchase method of accounting or (ii) as a reorganization within the meaning of Section 368(a368(a)(1)(B) of the Internal Revenue Code; (oh) adopt amend its certificate of incorporation, bylaws or similar governing documents in any case in a plan manner that would materially and adversely affect any party's ability to consummate the Transaction or the economic benefits of complete the Transaction to either party; (i) take any action that is intended or partial liquidation may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or resolutions providing for becoming untrue in any material respect at any time prior to the Closing, or authorizing such in any of the conditions to the Transaction set forth in Article VII not being satisfied or in a liquidation violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (j) make any capital expenditures in excess of $50,000 individually or dissolution$100,000 in the aggregate; (k) make any change in accounting methods, restructuringprinciples or practices, recapitalization or reorganizationexcept as required by a change in GAAP; or (pl) agree to to, or make any commitment to, take any of the actions prohibited to it by this Section 5.2.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2, neither Party shall, and neither Party the Company shall permit any of its Subsidiaries or Newco tonot, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (which Consent consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of hereof, or permitted by by, this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (di) 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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount that exceeds 10% or $50,000, whichever is greater, less than its book value, except as provision shall not be applicable to resolving the taking of any real estate by any Governmental Authority by eminent domain proceedings or litigation; (e) terminate or allow, after the use of reasonable best efforts, 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practices: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except (x) in the ordinary course of business consistent with past practice or (y) pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: business, incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms; (ik) Except as set forth in Section 4.2(k) of the Company Disclosure Letter, other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable LawAgreement, (i) increase in any manner the compensation or fringe benefits of any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any Holding Stock Plans in the case of BNY, and Rights pursuant Plan or (v) make any changes to Mellon Stock Plans in the case of Mellona Benefit Plan that are not required by Law; (jl) settle any Litigation, except for in the ordinary course of business or as described in Section 4.2(l) of the Company Disclosure Letter; (m) revalue any Litigation involving solely money damages in an amount that is not material to such Party and of its or its Subsidiaries’ assets or change any method of accounting or accounting practice used by it or any of its Subsidiaries, taken as a whole, and that does not involve other than changes required by GAAP or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe FDIC or any Regulatory Authority; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (ln) file or amend any material 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 except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party Holding from exercising its respective rights under Section 5.13Sections 4.5 or 4.12; (np) merge or consolidate it or any of its Subsidiaries 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 Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) the Bank shall not make any changes in the mix, rates, terms or maturities of the 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 or relocate any existing branch or facility; (t) 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; 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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further that from the date hereof, any new individual loan or new extension of credit in excess of $500,000 and which is unsecured, or $1 million and which is secured, shall require the written approval of the chief executive officer or chief credit officer of SNB, which approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to such individual; (u) take any action that at the time of taking such action is reasonably likely to prevent, or would reasonably be expected to materially interfere with, the consummation of the Merger; (v) knowingly take any action that would prevent or impede the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pw) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. (i) During the period from the date of this Agreement through the Chilean Effective Time, except as set forth in Section 4.2(i) of its Disclosure Letter and Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2‎4.2, neither Party none of the Bank Parties shall, and neither Party none of the Bank Parties shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party Bank Parties (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly wholly-owned Subsidiaries), ) or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, 4.3 (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividenddividend (other than dividends paid in the ordinary course of business by any of its direct or indirect wholly-owned Subsidiaries to it or any of its other direct or indirect wholly-owned Subsidiaries) or dividends expressly permitted pursuant to Section 4.3), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell or otherwise permit to become outstanding any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securitiessecurities (other than for the purposes of effecting the Transactions) or (v) enter into any Contract with respect to the sale or voting of its capital stock; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement Agreement, and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, transfers or purchase of any property or assets) any other Person other than its wholly wholly-owned Subsidiaries as of the date of this Agreement; (d) (i) enter into any new line of businessbusiness which is not within the Banking Business, or (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating operating, policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, Authority or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility, other than branches in the jurisdiction of incorporation of each Bank Party in the ordinary course of business and consistent with past practice; (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 wholly-owned Subsidiary, Subsidiary or cancel, release or assign any indebtedness of any Person to any Person other than a wholly wholly-owned Subsidiary or any claims against any Person to any Person other than a wholly-owned Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(i)(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longindebtedness) other than indebtedness of it or any of its wholly-term indebtedness)owned Subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any PersonPerson which is not one of its wholly-owned subsidiaries; or make any loan or advance to any PersonPerson which is not one of its wholly-owned subsidiaries; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material Contract Contract, other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; or enter into any Contract that would be required to be disclosed under Section 3.1(k)(B), (D), (E), (G) or (H), or Section 3.2(k)(B), (D), (E), (G) or (H), as the case may be, if it were in effect on the date hereof; (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 by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of U.S.$350,000 or directors consultants (for avoidance of doubt, all references to “directors” in this Section 5.2(i4.2(i)(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (iiiii) become a party to, adopt, terminate, materially amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment employment, severance, change in control, retention, bonus guarantee, collective bargaining or similar agreement or arrangement with or for the benefit of any current or former officer, director, employee with annual base compensation in excess of $350,000 or director consultant or (iii) pay or award, or commit to pay or award, any bonuses (other than with bonuses in respect of which a provision has been made and contemplated in any of the Bank Parties’ yearly or quarterly financial statements prior to employees who are not directors the date hereof) or executive officers and then only in the ordinary course of business consistent with past practice, incentive compensation or (iv) grant or accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon;any equity-based awards. (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholegreater than $1,000,000 individually, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; or agree or consent to the issuance of any Order restricting, or otherwise affecting in any material respect, its business or operations; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by IFRS or Colombian GAAP, as applicable, regulatory accounting guidelines (including those passed by the Chilean Superintendency of Banks) or applicable Law, and as concurred to by its independent auditors; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability in an amount greater than $2,000,000; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material Taxes, surrender any right to claim a material Tax refund; or change any material method of Tax accounting, except as required by applicable Law; (m) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions, including the Chilean Merger and the Colombian Merger, set forth in Article 6 5 not being satisfied on a timely basis except except, in each case, as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited to it by this Section 5.2‎4.2(i). (ii) During the period from the date of this Agreement through the Colombian Acquisition Closing or the Colombian Effective Time, as the case may be, except as set forth in Section 4.2(ii) of its Disclosure Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 4.2(ii), Itaú Colombia shall not, and shall not permit any of its Subsidiaries, and Itaú Parent shall not permit Itaú Colombia or any of the Subsidiaries of Itaú Colombia to, without the prior written Consent of the Corp Group Parties (which Consent shall not be unreasonably withheld or delayed), take any of the actions that would require the consent of Corp Group Parent under Section 2.8 of the Shareholders Agreement. (iii) Corp Group Parent and Itaú Parent agree that, for the purposes of this Section 4.2, any Subsidiary of any of the Bank Parties in which capital any of the Bank Parties or Bank Parties’ Affiliates or their officers or directors has a participation not lower than 95% shall be considered a wholly owned Subsidiary of such Bank Party.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2 or required by law, neither Party Dxxxxxxx nor the Bank shall, and neither Party shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (or, with respect to Section 4.2(u) or 4.2(w), the chief credit officer or chief lending officer of SBC), which Consent consent shall not be unreasonably withheld or delayed):delayed provided, however, that with respect to Section 4.2(i) and Section 4.2(s), if Seacoast shall not have disapproved of Dxxxxxxx’x or the Bank’s written request in writing within five (5) Business Days of receipt of such written request from Dxxxxxxx or the Bank, then such request shall be deemed to be approved by Seacoast: (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business or consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (di) 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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount less than its book value; (e) 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) sell, transfer, mortgage, encumber except in the ordinary course of business consistent with past practices: (i) lend any money or otherwise dispose pledge any of its credit in connection with any part 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 liability any of its properties assets, (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets to in excess of $50,000 in the aggregate or (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(g) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: , incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness 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 an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than purchases of investment securities in the ordinary course of business consistent with past practice or in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms or deletions of termsotherwise amend or modify any material Contract; (ik) other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable Lawas set forth in Section 4.2(k) of the Company Disclosure Letter, (i) increase in any manner the compensation or fringe benefits of of, or grant any bonuses to, any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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, retention agreement or severance arrangement 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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any Dxxxxxxx Stock Plans in Plan, (v) make any changes to a Benefit Plan that are not required by Law or (vi) hire or terminate the case employment of BNYa 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 Rights pursuant annual incentive compensation that is reasonably anticipated to Mellon Stock Plans in the case of Mellonexceed $100,000; (jl) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse 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 financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) file or amend any material Tax Return except in the ordinary course of business; settle ; (m) revalue any of its or compromise its Subsidiaries’ assets or change any material Tax Liability; method of accounting or accounting practice used by it or its Subsidiaries, other than changes required by GAAP or the FDIC or any Regulatory Authority; (n) make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Lawtax election; adopt or change any material method tax accounting method; file any amended Tax Return; settle or compromise any Liability for Taxes; enter into any “closing agreement” as described in Section 7121 of Tax accounting, except as required by the Code (or any similar provision of applicable Law); surrender any right to claim 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; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party Dxxxxxxx from exercising its respective rights under Section 5.13Sections 4.5(a) or 4.12; (np) 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 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 and 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 Dxxxxxxx’x Consolidated Tangible Shareholders’ Equity at the Effective Time to be less than $104.539 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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further, that from the date hereof, any new individual loan or new extension of credit in excess of $500,000 and which is unsecured, or $3.0 million and which is secured, shall 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; (x) take any action that at the time of taking such action is reasonably likely to prevent, or would materially interfere with, the consummation of the Merger; (y) take any action, or refrain from taking any action, where such act or failure to act could reasonably be expected to prevent either the Merger or the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pz) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. (i) During the period from the date of this Agreement through the Chilean Effective Time, except as set forth in Section 4.2(i) of its Disclosure Letter and Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.24.2, neither Party none of the Bank Parties shall, and neither Party none of the Bank Parties shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party Bank Parties (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly wholly-owned Subsidiaries), ) or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, 4.3 (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividenddividend (other than dividends paid in the ordinary course of business by any of its direct or indirect wholly-owned Subsidiaries to it or any of its other direct or indirect wholly-owned Subsidiaries) or dividends expressly permitted pursuant to Section 4.3), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell or otherwise permit to become outstanding any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securitiessecurities (other than for the purposes of effecting the Transactions) or (v) enter into any Contract with respect to the sale or voting of its capital stock; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement Agreement, and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, transfers or purchase of any property or assets) any other Person other than its wholly wholly-owned Subsidiaries as of the date of this Agreement; (d) (i) enter into any new line of businessbusiness which is not within the Banking Business, or (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating operating, policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, Authority or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility, other than branches in the jurisdiction of incorporation of each Bank Party in the ordinary course of business and consistent with past practice; (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 wholly-owned Subsidiary, Subsidiary or cancel, release or assign any indebtedness of any Person to any Person other than a wholly wholly-owned Subsidiary or any claims against any Person to any Person other than a wholly-owned Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(i)(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longindebtedness) other than indebtedness of it or any of its wholly-term indebtedness)owned Subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any PersonPerson which is not one of its wholly-owned subsidiaries; or make any loan or advance to any PersonPerson which is not one of its wholly-owned subsidiaries; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material Contract Contract, other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; or enter into any Contract that would be required to be disclosed under Section 3.1(k)(B), (D), (E), (G) or (H), or Section 3.2(k)(B), (D), (E), (G) or (H), as the case may be, if it were in effect on the date hereof; (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 by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of U.S.$350,000 or directors consultants (for avoidance of doubt, all references to “directors” in this Section 5.2(i4.2(i)(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (iiiii) become a party to, adopt, terminate, materially amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment employment, severance, change in control, retention, bonus guarantee, collective bargaining or similar agreement or arrangement with or for the benefit of any current or former officer, director, employee with annual base compensation in excess of $350,000 or director consultant or (iii) pay or award, or commit to pay or award, any bonuses (other than with bonuses in respect of which a provision has been made and contemplated in any of the Bank Parties’ yearly or quarterly financial statements prior to employees who are not directors the date hereof) or executive officers and then only in the ordinary course of business consistent with past practice, incentive compensation or (iv) grant or accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon;any equity-based awards. (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholegreater than $1,000,000 individually, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; or agree or consent to the issuance of any Order restricting, or otherwise affecting in any material respect, its business or operations; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by IFRS or Colombian GAAP, as applicable, regulatory accounting guidelines (including those passed by the Chilean Superintendency of Banks) or applicable Law, and as concurred to by its independent auditors; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability in an amount greater than $2,000,000; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material Taxes, surrender any right to claim a material Tax refund; or change any material method of Tax accounting, except as required by applicable Law; (m) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions, including the Chilean Merger set forth in Article 6 5 not being satisfied on a timely basis except except, in each case, as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited to it by this Section 5.24.2(i). (ii) During the period from the date of this Agreement through the consummation of the Colombian Assets and Liabilities Acquisition, except as set forth in Section 4.2(ii) of its Disclosure Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 4.2(ii), Itaú Colombia shall not, and shall not permit any of its Subsidiaries, and Itaú Parent shall not permit Itaú Colombia or any of the Subsidiaries of Itaú Colombia to, without the prior written Consent of the Corp Group Parties (which Consent shall not be unreasonably withheld or delayed), take any of the actions that would require the consent of Corp Group Parent under Section 2.8 of the Shareholders Agreement. (iii) Corp Group Parent and Itaú Parent agree that, for the purposes of this Section 4.2, any Subsidiary of any of the Bank Parties in which capital any of the Bank Parties or Bank Parties’ Affiliates or their officers or directors has a participation not lower than 95% shall be considered a wholly owned Subsidiary of such Bank Party.

Forbearances. During the period from the date of this Agreement through until the earlier of the termination of this Agreement pursuant to Article 6 or the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided indicated in this Section 5.24.2, neither Party shall, and neither Party the Company shall permit any of its Subsidiaries or Newco tonot, without the prior written Consent consent of the other Party chief executive officer or chief financial officer of SBC (which Consent consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent any resolution or agreement in principle with respect theretoconcerning indemnification of its directors or officers; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine combine, subdivide or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare declare, set aside or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any additional shares of its capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securities; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of hereof, or permitted by by, this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faithAgreement, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) in any other Person other than its wholly owned Subsidiaries as of the date of this AgreementPerson; (di) 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, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount that is more than $100,000 less than its book value; (e) terminate or allow, after the use of reasonable best efforts, 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 that are material to it and its Subsidiaries, taken as a wholepolicies, except as required by applicable Law Laws or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (eg) except in the ordinary course of business consistent with past practices: (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 any lien, encumbrance or other liability any of its assets, (iii) sell, transfer, mortgage, encumber assign or otherwise dispose of any part of its business or transfer any of its properties assets in excess of $50,000.00 in the aggregate or assets to (iv) incur any Person other than a wholly owned Subsidiarymaterial liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a SubsidiaryPerson, except (i) in the ordinary course of business consistent with past practice or (ii) pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(e) of the Company Disclosure Letter or transfer, agree to transfer or grant, or agree to grant a license to, any of its Disclosure Lettermaterial Intellectual Property; (fh) other than in the ordinary course of business consistent with past practice: business, incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longother than short-term indebtednessindebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(f), “short-term” shall mean maturities of six months or less); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (gi) other than in consultation with the other Party and NewcoSBC, restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposuregap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, in any material respect; (hj) other than in the ordinary course of business, terminate, 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 changes of terms; (ik) Except as set forth in Section 4.2(k) of the Company Disclosure Letter, other than in the ordinary course of business and consistent with past practice or as required by Compensation and Benefit Plans and Contracts as in effect at the date of this Agreement or applicable LawAgreement, (i) increase in any manner the compensation or fringe benefits of any of its officers, employees or directors (for avoidance of doubtdirectors, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice whether under a Benefit Plan or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s businessotherwise, (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 other than in the ordinary course of business consistent with past practicedirectors, (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 practicedirector, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY any Holding Stock Plans in the case of BNY, and Rights pursuant Plan or (v) make any changes to Mellon Stock Plans in the case of Mellona Benefit Plan that are not required by Law; (jl) settle any Litigation, except for in the ordinary course of business; (m) revalue any Litigation involving solely money damages in an amount that is not material to such Party and of its or its Subsidiaries’ assets or change any method of accounting or accounting practice used by it or any of its Subsidiaries, taken as a whole, and that does not involve other than changes required by GAAP or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a wholethe FDIC or any Regulatory Authority; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (ln) file or amend any material 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 except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (mo) 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 6 5 not being satisfied on a timely basis satisfied, except as may be required by applicable Law; provided, that nothing in this Section 5.2(m4.2(o) shall preclude any Party Holding from exercising its respective rights under Section 5.13Sections 4.5 or 4.12; (np) merge or consolidate it or any of its Subsidiaries 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 Contract that is material and would have been material had it been entered into prior to the execution of this Agreement; (s) the Bank shall not make any changes in the mix, rates, terms or maturities of the 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 or relocate any existing branch or facility; (t) 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; 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 lending practices or in connection with the workout or renegotiation of loans currently in its loan portfolio; provided further that from the date hereof, any new individual loan or new extension of credit in excess of $1,000,000 shall require the written approval of the Chief Executive Officer or Chief Credit Officer of SNB, which approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to such individual. Notwithstanding the foregoing, the right of SNB to approve any loans or extensions of credit shall terminate when the aggregate amount of such loans reviewed by SNB exceeds $11,000,000 from and after the date hereof; (u) take any action that at the time of taking such action is reasonably likely to prevent, or would reasonably be expected to materially interfere with, the consummation of the Merger; (v) knowingly take any action that would prevent or impede the Merger and the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (pw) agree or commit to take any of the actions prohibited to it by this Section 5.24.2.

Forbearances. During the period from the date of this Agreement through to the Effective Time, except as set forth in its Disclosure Letter and except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2, neither Party shallUnion shall not, and neither Party shall not permit any of its Subsidiaries or Newco to, without the prior written Consent 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 (which Consent shall not be unreasonably withheld or delayeddate hereof): (a) amend its Organizational Documents (except as provided herein)other than in the ordinary course of business consistent with past practice, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination incur any indebtedness for borrowed money (other than with respect short-term indebtedness incurred to consolidationsrefinance short-term indebtedness, mergersit being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, share exchangeswithout limitation, reorganizations or similar business combinations solely among its wholly owned Subsidiariesthe creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entering into repurchase agreements), assume, guarantee, endorse or a letter otherwise as an accommodation become responsible for the obligations of intent any other individual, corporation or agreement other entity, or make any loan or advance other than in principle the ordinary course of business consistent with respect theretopast practice; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of otherwise make any securities in change with respect of, in lieu of or in substitution for, shares of to its authorized capital stock, (ii) ; make, declare or pay any dividend, dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) or grant any stock appreciation rights or issue grant any Rightsindividual, (iv) corporation or other entity any right to acquire any shares of its capital stock; or issue any additional shares of capital stock stock, or any Voting Debt, securities or (v) make obligations convertible into or exchangeable for any change in any instrument or Contract governing the terms of any shares of its securitiescapital stock, except pursuant to the exercise of Union Options outstanding as of the date hereof and pursuant to the Stock Option Agreement; (c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other than in the ordinary course of business consistent with past practice entity, or pursuant cancel, release or assign any indebtedness to Contracts in force at the date of any such person or permitted any claims held by this Agreement and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, any such person; (d) make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) assets of any other Person other than its wholly owned Subsidiaries as of the date of this Agreement; (d) enter into any new line of businessindividual, 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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office corporation or other significant office or operations facilityentity; (e) sellenter into or terminate any contract or agreement involving annual payments in excess of $1,000 and which cannot be terminated without penalty upon 30 days notice, transferor make any change in, mortgageor extension of, encumber or otherwise dispose of any part of its business or any of its properties leases or assets to any Person other than a wholly owned Subsidiary, or cancel, release or assign any indebtedness contracts involving annual payments in excess of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement $1,000 and disclosed in Section 5.2(e) of its Disclosure Letterwhich cannot be terminated without penalty upon 30 days notice; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (increase or modify any of the material terms of any such outstanding long-term indebtedness); assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 Employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (ii) pay any pension or retirement allowance not required by any existing Compensation and Benefit Plan plan or Contract agreement to any such officersEmployees, employees or directors other than in the ordinary course of business consistent with past practice, (iii) become a party to, amend or commit itself to any Compensation and Benefit Plan pension, retirement, profit-sharing or Contract (welfare benefit plan or any individual Contracts evidencing grants or awards thereunder) agreement or employment agreement with or for the benefit of any officer, employee Employee or director accelerate the vesting of any stock options or other than with respect to employees who are stock-based compensation; provided the foregoing shall not directors or executive officers prevent the continued accrual and then only payment in the ordinary course of business benefits under the existing cash incentive bonus plan for key employees of Union in accordance with the terms of such plan; and provided further, that Union may put in effect regularly scheduled salary increases which are either (i) approved in advance by First Charter or (ii) consistent with past practice, or (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellonbudgets for Union which have been approved by First Charter; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a whole, and that does not involve or create an adverse 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 financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable Law; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (m) 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 6 not being satisfied on a timely basis except as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (ng) take any action action, or refrain from taking any action, that would reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Internal Revenue CodeCode or from qualifying for pooling-of-interests accounting treatment; (oh) adopt 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 of Incorporation or its bylaws; (j) fail to maintain its Regulatory Agreements, material licenses and permits or to file in a plan timely fashion all federal, state, local and foreign tax returns; (k) make any capital expenditures of complete more than $10,000 individually or partial liquidation $25,000 in the aggregate; (l) fail to maintain each Union Benefit Plan or resolutions providing for timely make all contributions or authorizing such accruals required thereunder in accordance with GAAP applied on a liquidation or dissolution, restructuring, recapitalization or reorganizationconsistent basis; or (pm) agree to to, or make any commitment to, take any of the actions prohibited to it by this Section 5.2SECTION 7.02.

Forbearances. (i) During the period from the date of this Agreement through the Chilean Effective Time, except as set forth in Section 4.2(i) of its Disclosure Letter and Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.24.2, neither Party none of the Bank Parties shall, and neither Party none of the Bank Parties shall permit any of its Subsidiaries or Newco to, without the prior written Consent of the other Party Bank Parties (which Consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except as provided herein), or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly wholly-owned Subsidiaries), ) or a letter of intent or agreement in principle with respect thereto; (b) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, 4.3 (i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividenddividend (other than dividends paid in the ordinary course of business by any of its direct or indirect wholly-owned Subsidiaries to it or any of its other direct or indirect wholly-owned Subsidiaries) or dividends expressly permitted pursuant to Section 4.3), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock 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 exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue issue, sell or otherwise permit to become outstanding any additional shares of capital stock or any Voting Debtstock, or (v) make any change in any instrument or Contract governing the terms of any of its securitiessecurities (other than for the purposes of effecting the Transactions) or (v) enter into any Contract with respect to the sale or voting of its capital stock; (c) other than in the ordinary course of business consistent with past practice or pursuant to Contracts in force at the date of or permitted by this Agreement Agreement, and other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, transfers or purchase of any property or assets) any other Person other than its wholly wholly- owned Subsidiaries as of the date of this Agreement; (d) (i) enter into any new line of businessbusiness which is not within the Banking Business, or (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating operating, policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, Authority or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility, other than branches in the jurisdiction of incorporation of each Bank Party in the ordinary course of business and consistent with past practice; (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 wholly-owned Subsidiary, Subsidiary or cancel, release or assign any indebtedness of any Person to any Person other than a wholly wholly-owned Subsidiary or any claims against any Person to any Person other than a wholly-owned Subsidiary, except in the ordinary course of business consistent with past practice or pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 5.2(e4.2(i)(e) of its Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding longindebtedness) other than indebtedness of it or any of its wholly-term indebtedness)owned Subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any PersonPerson which is not one of its wholly-owned subsidiaries; or make any loan or advance to any PersonPerson which is not one of its wholly-owned subsidiaries; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material Contract Contract, other than normal renewals of Contracts without materially adverse changes, additions or deletions of terms; or enter into any Contract that would be required to be disclosed under Section 3.1(k)(B), (D), (E), (G) or (H), or Section 3.2(k)(B), (D), (E), (G) or (H), as the case may be, if it were in effect on the date hereof; (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 by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of U.S.$350,000 or directors consultants (for avoidance of doubt, all references to “directors” in this Section 5.2(i4.2(i)(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (iiiii) become a party to, adopt, terminate, materially amend or commit itself to any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment employment, severance, change in control, retention, bonus guarantee, collective bargaining or similar agreement or arrangement with or for the benefit of any current or former officer, director, employee with annual base compensation in excess of $350,000 or director consultant or (iii) pay or award, or commit to pay or award, any bonuses (other than with bonuses in respect of which a provision has been made and contemplated in any of the Bank Parties’ yearly or quarterly financial statements prior to employees who are not directors the date hereof) or executive officers and then only in the ordinary course of business consistent with past practice, incentive compensation or (iv) grant or accelerate the vesting of, or the lapsing of restrictions with respect to, Rights pursuant to BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon;any equity-based awards. (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholegreater than $1,000,000 individually, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; or agree or consent to the issuance of any Order restricting, or otherwise affecting in any material respect, its business or operations; (k) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by IFRS or Colombian GAAP, as applicable, regulatory accounting guidelines (including those passed by the Chilean Superintendency of Banks) or applicable Law, and as concurred to by its independent auditors; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax LiabilityLiability in an amount greater than $2,000,000; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material Taxes, surrender any right to claim a material Tax refund; or change any material method of Tax accounting, except as required by applicable Law; (m) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions, including the Chilean Merger set forth in Article 6 5 not being satisfied on a timely basis except except, in each case, as may be required by applicable Law; provided, that nothing in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13; (n) take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (o) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or (po) agree to take take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited to it by this Section 5.24.2(i). (ii) During the period from the date of this Agreement through the consummation of the Colombian Assets and Liabilities Acquisition, except as set forth in Section 4.2(ii) of its Disclosure Letter, except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 4.2(ii), Itaú Colombia shall not, and shall not permit any of its Subsidiaries, and Itaú Parent shall not permit Itaú Colombia or any of the Subsidiaries of Itaú Colombia to, without the prior written Consent of the Corp Group Parties (which Consent shall not be unreasonably withheld or delayed), take any of the actions that would require the consent of Corp Group Parent under Section 2.8 of the Shareholders Agreement. (iii) Corp Group Parent and Itaú Parent agree that, for the purposes of this Section 4.2, any Subsidiary of any of the Bank Parties in which capital any of the Bank Parties or Bank Parties’ Affiliates or their officers or directors has a participation not lower than 95% shall be considered a wholly owned Subsidiary of such Bank Party.

Forbearances. During the period from the date of this Agreement through the Effective Time, except as set forth in its Disclosure Letter and except Except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2, neither Party shall, and neither Party shall permit any of its Subsidiaries or Newco torequired by Legal Requirement, without the prior written Consent consent of the other Party Investar (which Consent and any such consent shall not be unreasonably withheld conditioned or delayed), CFG will not (and will cause each of its Subsidiaries not to): (aA) amend its Organizational Documents (except as provided herein), or enter into a plan any new material line of consolidationbusiness or change its lending, mergerinvestment, share exchangeunderwriting, reorganization or similar business combination (risk and asset liability management and other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely among its wholly owned Subsidiaries), or a letter of intent or agreement material banking and operating policies in principle with respect theretoany material respect; (bB) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3open, close or relocate any branch office, or acquire or sell or agree to acquire or sell any branch office or deposit liabilities; (iC) issue, sell or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of its capital stock or permit new shares of its stock to become subject to new grants; (D) issue, grant or accelerate the vesting of any option, restricted stock award, warrant, call, commitment, subscription, right to repurchase or agreement of any character related to the authorized or issued capital stock of CFG or Cheaha Bank, or any securities convertible its shares of such stock; (E) directly or indirectly adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect ofcombine, in lieu of or in substitution for, shares of its capital stock, (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, reclassify, purchase or of otherwise acquire, any shares of its capital stock stock; (F) sell, transfer, mortgage, encumber or any securities otherwise dispose of or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any Rights, (iv) issue any additional shares of capital stock or any Voting Debt, or (v) make any change in any instrument or Contract governing the terms of discontinue any of its securities; (c) assets, deposits, business or properties, except for sales, transfers, mortgages, encumbrances or other than dispositions or discontinuances in the ordinary course of business consistent with past practice and in a transaction that, together with other such transactions, is not material to CFG or pursuant to Contracts in force at the date of or permitted by this Agreement and Cheaha Bank, taken as a whole; (G) acquire (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, make in each case in the ordinary and usual course of business consistent with past practice) all or any material investment in portion of the assets, business, deposits or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase properties of any property other Entity or assets) any other Person other than its wholly owned Subsidiaries as of the date of this Agreement; (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 whole, except as required by applicable Law or any regulations or policies imposed on it by any Governmental Authority, or make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility; (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 of any Person to any Person other than a wholly owned Subsidiary or any claims against any Person to any Person other than a Subsidiarytransaction, except in the ordinary course of business consistent with past practice or pursuant to Contracts and in force as of the date of this Agreement and disclosed in Section 5.2(e) of its Disclosure Letter; (f) a transaction that, together with other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (or modify any of the material terms of any such outstanding long-term indebtedness); assumetransactions, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; or make any loan or advance to any Person; (g) other than in consultation with the other Party and Newco, restructure or make any material change to its investment securities portfolio, its 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, 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 benefits of any of its officers, employees or directors (for avoidance of doubt, all references to “directors” in this Section 5.2(i) refer to members of its Board of Directors) other than (x) in the ordinary course of business consistent with past practice or (y) the payment of incentive compensation based upon the performance of such employee and, if applicable, such employee’s business, (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 other than in the ordinary course of business consistent with past practice, (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 BNY Stock Plans in the case of BNY, and Rights pursuant to Mellon Stock Plans in the case of Mellon; (j) settle any Litigation, except for any Litigation involving solely money damages in an amount that is not material to such Party it and its Subsidiaries, taken as a whole, and that does not involve or create an adverse precedent for Litigation that is reasonably likely to be material to it and its Subsidiaries taken as a whole; (kH) enter into, amend, renew or terminate any agreement of the type that is or would be required to be disclosed in Section 3.13(A) of the Schedules other than as contemplated by this Agreement, unless the agreement is to be performed in full prior to the Closing; (I) amend its Constituent Documents or those of its Subsidiaries; (J) implement or adopt any change in its financial accounting principles, practices principles or methods, including reserving methodologiespolicies, other than as may be required by GAAP, GAAP or regulatory accounting guidelines or applicable Lawprinciples; (l) file or amend any material Tax Return except in the ordinary course of business; settle or compromise any material Tax Liability; make, change or revoke any material Tax election except to the extent consistent with past practice or as required by Law; or change any material method of Tax accounting, except as required by applicable Law; (mK) knowingly take, take or knowingly omit to take, take any action that is reasonably likely to result in any of the conditions to the Merger consummation of the Contemplated Transactions set forth in Article 6 Sections 7.01 or 7.02 not being satisfied satisfied; (L) incur or guarantee any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice; (M) except as set forth in Section 5.01(M) of the Schedules, make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its directors, officers, employees or agents, or enter into any employment or consulting contract (other than in the ordinary course consistent with past practices or as contemplated by this Agreement) or other agreement with any director, officer or employee or adopt, amend in any material respect or terminate any pension, employee welfare, retirement, stock purchase, stock option, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit‑sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or Employee Benefit Plan or agreement maintained by it for the benefit of its directors, employees or former employees, in each case except in the ordinary course of business and consistent with past practices, as contemplated by this Agreement and as may be required by Legal Requirements; (N) settle any Proceeding involving the payment by it of monetary damages or imposing a material restriction on the operations of CFG, Investar or any of their respective Subsidiaries; (O) mortgage, pledge or subject to Lien any of its property, business or assets, corporeal or incorporeal, except (i) statutory liens not yet delinquent, (ii) landlord liens, (iii) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purpose for which they are held, and (iv) pledges of assets to secure public funds deposits; (P) sell, transfer, lease to others or otherwise dispose of any of its material assets (except any sales or leases of property acquired by Cheaha Bank by foreclosure or otherwise, in each instance, in the ordinary course of business consistent with past practices) or cancel or compromise any debt or claim, or waive or release any right or claim of a timely basis value in excess of $25,000; (Q) make any capital expenditures or capital additions or betterments in excess of an aggregate of $25,000; (R) hire or employ any new employee with an annual salary exceeding $50,000, or hire or employ any Person for any newly created position; (S) sell or dispose of, or otherwise divest itself of the ownership, possession, custody or control, of any corporate books or records of any nature that, in accordance with sound business practice, normally are retained for a period of time after their use, creation or receipt, except at the end of the normal retention period; (T) materially change any method, practice or principle of accounting, except as may be required from time to time by applicable LawGAAP (without regard to any early adoption date) or any Governmental Authority; provided, that nothing (U) sell (other than for payment at maturity) or purchase any securities other than in this Section 5.2(m) shall preclude any Party from exercising its respective rights under Section 5.13the ordinary course of business with past practices; (nV) take make, commit to make, renew, extend the maturity of, or alter any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Codematerial terms of any Loan in excess of $1,000,000 without Investar’s consent, which consent Investar will be deemed to have given unless it objects to the Loan within three (3) Business Days of receiving a notice from CFG identifying the proposed borrower, the loan amount, and the material Loan terms; (oW) adopt renew, extend the maturity of, or alter any of the material terms of any Loan which has been classified as, or, in the exercise of reasonable diligence by Cheaha Bank or any Governmental Authority with supervisory jurisdiction over Cheaha Bank, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “watch,” “pass/watch” or any comparable classifications by such Persons, in excess of $250,000; (X) make or commit to make a plan loan to any borrower with an outstanding loan agreement, note or borrowing arrangement with Cheaha Bank which has been classified as or, in the exercise of complete reasonable diligence by Cheaha or partial liquidation any Governmental Authority with supervisory jurisdiction over Cheaha Bank, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned,” “watch,” “pass/watch” or resolutions providing for any comparable classifications by such Persons; (Y) enter into any acquisitions or authorizing such a liquidation leases of real property, including new leases and lease extensions, excluding the acquisition of property acquired by Cheaha Bank by foreclosure or dissolution, restructuring, recapitalization or reorganizationotherwise; or (pZ) agree foreclose upon or otherwise acquire any commercial real property prior to receipt and approval by Investar of a Phase I environmental review thereof; (AA) excluding deposits and certificates of deposit, incur or modify any indebtedness for borrowed money, including Federal Home Loan Bank advances; (BB) prepay any indebtedness or other similar arrangements resulting in any prepayment penalty thereunder; (CC) issue a replacement of any certificate representing its securities except upon (i) written notice to Investar, (ii) presentation of a properly executed lost certificate affidavit in form reasonably satisfactory to Investar and (iii) if required by Investar, the delivery of an indemnity or surety bond in the amount of the consideration payable with respect to shares of CFG Common Stock represented therein; (DD) take or fail to take any action which would adversely affect or delay in any material respects the ability of Cheaha Bank or Investar to obtain any approvals from any regulatory agencies or other approvals required for consummation of the actions prohibited Contemplated Transactions or to it by perform its obligations and agreements under this Section 5.2Agreement; or (EE) enter into any contract, with respect to, or otherwise agree or commit to do, any of the foregoing.