Common use of Forbearances Clause in Contracts

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle Disclosure Schedule or the Synovus Disclosure Schedule (as applicable), as expressly contemplated or permitted by this Agreement or as required by law, neither Pinnacle nor Synovus shall, and neither Pinnacle nor Synovus shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus or any of its wholly-owned Subsidiaries to Synovus or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle or any of its wholly-owned Subsidiaries to Pinnacle or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle BB&T Disclosure Schedule or the Synovus SunTrust Disclosure Schedule (as applicable)Schedule, as expressly contemplated or permitted by this Agreement or as required by law, neither Pinnacle BB&T nor Synovus SunTrust shall, and neither Pinnacle BB&T nor Synovus SunTrust shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus SunTrust or any of its wholly-owned Subsidiaries to Synovus SunTrust or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle BB&T or any of its wholly-owned Subsidiaries to Pinnacle BB&T or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the Pinnacle FNB Disclosure Schedule or the Synovus LSB Disclosure Schedule (Schedule, as applicable)the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by lawAgreement, neither Pinnacle FNB nor Synovus LSB shall, and neither Pinnacle FNB nor Synovus LSB shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such Agreement, which consent will not to be unreasonably withheld, conditioned or delayed):: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Synovus LSB or any of its wholly-owned Subsidiaries to Synovus LSB or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle FNB or any of its wholly-owned Subsidiaries to Pinnacle FNB or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entering into repurchase agreements); (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Section 6 of the Pinnacle Crompton Disclosure Schedule or Section 6 of the Synovus Witco Disclosure Schedule (Schedule, as applicable)the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by lawthe Option Agreements, neither Pinnacle nor Synovus none of Crompton, Newco and Witco shall, and neither Pinnacle Crompton nor Synovus Witco shall permit any of their respective Subsidiaries or Newco subsidiaries to, without the prior written consent of Crompton, in the other party to this Agreement (such consent not case of actions proposed to be unreasonably withheldundertaken by Witco, conditioned or delayed):of Witco, in the case of actions proposed to be undertaken by Crompton or Newco: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Synovus Witco or any of its wholly-wholly owned Subsidiaries subsidiaries to Synovus Witco or any of its wholly-owned Subsidiariessubsidiaries, on the one hand, or of Pinnacle Crompton or any of its wholly-owned Subsidiaries subsidiaries to Pinnacle Crompton or any of its wholly-wholly owned Subsidiariessubsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle First Horizon Disclosure Schedule or the Synovus IBKC Disclosure Schedule (as applicable)Schedule, as expressly contemplated or permitted by this Agreement or as required by law, neither Pinnacle First Horizon nor Synovus IBKC shall, and neither Pinnacle First Horizon nor Synovus IBKC shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case case, with a maturity not in excess of six (6) months, and (ii) deposits, in each case case, in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus IBKC or any of its wholly-owned Subsidiaries to Synovus IBKC or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle First Horizon or any of its wholly-owned Subsidiaries to Pinnacle First Horizon or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entityentity (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include the creation of deposit liabilities, issuances of letters of credit, purchases of federal funds, borrowings from the Federal Home Loan Bank, sales of certificates of deposits, and entry into repurchase agreements, in each case, on terms and in amounts consistent with past practice); (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the Pinnacle BANC ONE Disclosure Schedule or the Synovus FCN Disclosure Schedule (Schedule, as applicable)the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by lawthe Option Agreements, neither Pinnacle nor Synovus none of BANC ONE, Newco and FCN shall, and neither Pinnacle BANC ONE nor Synovus FCN shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of BANC ONE, in the other party to this Agreement (such consent not case of actions proposed to be unreasonably withheldundertaken by FCN, conditioned or delayed):of FCN, in the case of actions proposed to be undertaken by BANC ONE or Newco: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Synovus FCN or any of its wholly-owned Subsidiaries to Synovus FCN or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle BANC ONE or any of its wholly-owned Subsidiaries to Pinnacle BANC ONE or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle IBTX Disclosure Schedule or the Synovus TCBI Disclosure Schedule (as applicable)Schedule, as expressly contemplated or permitted by this Agreement or as required by law, neither Pinnacle IBTX nor Synovus TCBI shall, and neither Pinnacle IBTX nor Synovus TCBI shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) depositsthe creation of deposit liabilities, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus TCBI or any of its wholly-owned Subsidiaries to Synovus TCBI or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle IBTX or any of its wholly-owned Subsidiaries to Pinnacle IBTX or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle BancShares Disclosure Schedule or the Synovus CIT Disclosure Schedule (as applicable)Schedule, as expressly contemplated or permitted by this Agreement or as required by lawlaw (including the Pandemic Measures), neither Pinnacle BancShares nor Synovus CIT shall, and neither Pinnacle BancShares nor Synovus CIT shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six two (62) monthsyears, and (ii) the creation of deposit liabilities (including reciprocal and brokered deposits), (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus CIT or any of its wholly-wholly owned Subsidiaries to Synovus CIT or any of its wholly-wholly owned Subsidiaries, on the one hand, or of Pinnacle BancShares or any of its wholly-wholly owned Subsidiaries to Pinnacle BancShares or any of its wholly-wholly owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle Disclosure Schedule or the Synovus Parent Disclosure Schedule (as applicablewith respect to the Parent Parties) or the Company Disclosure Schedule (with respect to Company), as expressly contemplated or permitted by this Agreement or as required by lawlaw (including any Pandemic Measures), neither Pinnacle the Parent Parties nor Synovus Company shall, and neither Pinnacle nor Synovus shall permit any of cause their respective Subsidiaries or Newco not to, without the prior written consent of the other party to this Agreement Party (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings (including under the Federal Reserve Bank Term Funding Program (BTFP)) and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six two (62) monthsyears, and (ii) the creation of deposit liabilities (including reciprocal and brokered deposits), (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus Company or any of its wholly-wholly owned Subsidiaries to Synovus Company or any of its wholly-wholly owned Subsidiaries, on the one hand, or of Pinnacle Parent or any of its wholly-wholly owned Subsidiaries to Pinnacle Parent or any of its wholly-wholly owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in the Pinnacle BANC ONE Disclosure Schedule or the Synovus FCN Disclosure Schedule (Schedule, as applicable)the case may be, and, except as expressly contemplated or permitted by this Agreement or as required by lawthe Option Agreements, neither Pinnacle nor Synovus none of BANC ONE, Newco and FCN shall, and neither Pinnacle BANC ONE nor Synovus FCN shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of BANC ONE, in the other party to this Agreement (such consent not case of actions proposed to be unreasonably withheldundertaken by FCN, conditioned or delayed):of FCN, in the case of actions proposed to be undertaken by BANC ONE or Newco: (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than short- term indebtedness incurred to refinance short-term indebtedness and indebtedness of Synovus FCN or any of its wholly-owned Subsidiaries to Synovus FCN or any of its wholly-owned Subsidiaries, on the one hand, or of Pinnacle BANC ONE or any of its wholly-owned Subsidiaries to Pinnacle BANC ONE or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements); (b) (i) adjust, split, combine or reclassify any capital stock;

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Pinnacle BYFC Disclosure Schedule or the Synovus CFB Disclosure Schedule (as applicable)Schedule, as expressly contemplated or permitted by this Agreement or as required by law, neither Pinnacle BYFC nor Synovus CFB shall, and neither Pinnacle BYFC nor Synovus CFB shall permit any of their respective Subsidiaries or Newco to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (a) other than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six (6) months, and (ii) deposits, in each case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Synovus CFB or any of its wholly-wholly owned Subsidiaries to Synovus CFB or any of its wholly-wholly owned Subsidiaries, on the one hand, or of Pinnacle BYFC or any of its wholly-wholly owned Subsidiaries to Pinnacle BYFC or any of its wholly-wholly owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock;