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 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 shallSt. J▇▇▇▇▇ shall not, and neither Party shall not permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party Old National (which Consent consent shall not be unreasonably withheld or delayedwithheld): (a) amend its Organizational Documents issue (or agree to issue) any St. J▇▇▇▇▇ Common or other capital stock (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 up to 207,118 shares of St. J▇▇▇▇▇ Common pursuant to the terms of, in lieu and upon exercise by the holders of, those stock options held by employees or directors 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 St. J▇▇▇▇▇ 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 St. J▇▇▇▇▇ Bank as of the date of this Agreement;, but not including those three particular stock option grants to those three executives of St. J▇▇▇▇▇ that are specifically described by Section 1.04) or any options, warrants or other rights to subscribe for or purchase common or any other capital stock or any securities convertible into or exchangeable for any capital stock; or (b) make, declare, pay or set aside for payment any dividend or other distribution of cash, securities or other property, on or with respect to St. J▇▇▇▇▇ Common (other than as permitted by Section 4.11) or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire (or agree to adjust, split, combine, redeem, reclassify, purchase or otherwise acquire) any of their own common or any other capital stock (other than as payment for the exercise price of, and in connection with, the exercise of St. J▇▇▇▇▇ ▇▇▇▇▇ Options pursuant to the terms thereof); or (c) effect a split, reverse split, reclassification, or other similar change in, or of, any common or other capital stock or equity interests or otherwise reorganize or recapitalize; or (d) enter into amend their articles of incorporation or certificate of incorporation or bylaws or other governing documents; or (e) except as set forth in Section 4.02 of the St. J▇▇▇▇▇ Disclosure Schedules, pay or agree to pay, conditionally or otherwise, any new line bonus, additional compensation (provided that bonus payments to employees at such time during the year and in such amounts that are consistent with past practice of businessSt. J▇▇▇▇▇ and such bonus payments to employees in the aggregate do not exceed $25,000 and no such salary increase shall result in (i) an individual annual adjustment of more than 10 percent, or change its lending(ii) an annual adjustment on an aggregate basis of more than four percent) or severance benefit or otherwise make any changes out of the ordinary course of business with respect to the fees or compensation payable or to become payable to consultants, investmentadvisors, underwritinginvestment bankers, risk and asset liability management and other banking and operating policies that are material to it and its Subsidiariesbrokers, taken as a wholedirectors, officers or employees or, except as required by applicable Law or as contemplated by this Agreement, adopt or make any regulations change in any Plan or other arrangement or payment made to, for or with any of such consultants, advisors, investment bankers, brokers, directors, officers or employees; provided, however, that St. J▇▇▇▇▇ and its Subsidiaries may pay the fees, expenses and other compensation of consultants, advisors, investment bankers and brokers when, if, and as earned in accordance with the terms of the contracts, arrangements or understandings of St. J▇▇▇▇▇ and its Subsidiaries specifically disclosed in Section 4.02 of the St. J▇▇▇▇▇ Disclosure Schedule and may pay compensation to executive officers in accordance with agreements disclosed on the St. J▇▇▇▇▇ Disclosure Schedule; or (f) borrow or agree to borrow any material amount of funds except in the ordinary course of business, or directly or indirectly guarantee or agree to guarantee any material obligations of others except in the ordinary course of business or pursuant to outstanding letters of credit; or (g) make any material changes to its policies imposed on it by any Governmental Authorityconcerning loan underwriting or which classes or Persons may obtain or approve loans, or fail to comply with such policies as previously made available to Old National, or make application for the opening, relocation any loans or closing extensions 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, credit 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 U.S. Treasury obligations or asset-backed securities issued or guaranteed by United States governmental agencies or financial institution certificates of deposit insured by the FDIC, in either case having an average remaining life of five years or less (except that maturities may extend to seven years on variable-rate securities), purchase or otherwise acquire any investment security for their own accounts, or sell any investment security owned by either of them which is designated as held-to-maturity, or engage in any activity that would require the establishment of a trading account for investment securities; or (i) increase or decrease the rate of interest paid on time deposits, or on certificates of deposit, except in a manner and pursuant to policies consistent with past practices; or (j) except 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 place on any of its officerstheir assets or properties any mortgage, employees or directors (for avoidance of doubtpledge, 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 andlien, 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 practicecharge, 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;other encumbrance; or (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 , cancel, release, compromise or compromise accelerate any material Tax Liability; makeindebtedness owing to them, change or revoke any claims which they may possess, or voluntarily waive any material Tax election except to the extent consistent rights with past practice respect thereto; or (l) sell or as required by Law; otherwise dispose of any real property or change any material method amount of Tax accountingany personal property other than properties acquired in foreclosure or otherwise in the ordinary course of collection of indebtedness owed to them, except as required by applicable Law;for St. Joseph’s interests in Riverfront Partners, LLC; or (m) knowingly takeforeclose upon or otherwise take title to or possession or control of any real property without first obtaining a phase one environmental report thereon, prepared by a reliable and qualified Person or knowingly omit firm reasonably acceptable to takeOld National, any action that is reasonably likely to result in any which does not indicate the presence of material quantities of pollutants, contaminants or hazardous or toxic waste materials on the conditions to the Merger set forth in Article 6 not being satisfied on a timely basis except as may be required by applicable Lawproperty; provided, however, that nothing in this Section 5.2(m) such report shall preclude any Party from exercising its respective rights under Section 5.13;not be required with respect to single family, non-agricultural residential property of five acres or less to be foreclosed upon unless St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank has reason to believe that such property might contain such materials or otherwise might be contaminated; or (n) take commit any action that would reasonably be expected act or fail to prevent the Merger from qualifying as do any act which will cause a reorganization within the meaning material breach of Section 368(a) of the Internal Revenue Code;any material agreement, contract or commitment; or (o) adopt violate any Law, statute, rule, governmental regulation or order, which violation might have a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganizationMaterial Adverse Effect on St. J▇▇▇▇▇; or (p) agree purchase any real or personal property or make any other capital expenditure where the amount paid or committed therefor is in excess of $25,000 other than purchases of property made in the ordinary course of business or in connection with loan collection activities or foreclosure sales in connection with loans; or (q) issue certificate(s) for shares of St. J▇▇▇▇▇ Common to any St. J▇▇▇▇▇ shareholder in replacement of certificate(s) claimed to have been lost or destroyed without first obtaining from such shareholder(s), at the expense of such shareholder(s), a surety bond from a recognized insurance company in an amount that would indemnify St. J▇▇▇▇▇ (and its successors) against lost certificate(s) (but in an amount not less than $50 per share), and obtaining a usual and customary affidavit of loss and indemnity agreement from such shareholder(s); or (r) hold a special, regular or annual meeting (or take action by consent in lieu thereof) of the Board of Directors or the sole shareholder of St. J▇▇▇▇▇ Bank for the purpose of appointing or electing any new member to the Board of Directors of St. J▇▇▇▇▇ or of St. J▇▇▇▇▇ Bank (whether to fill a vacancy or otherwise) unless such new member is approved in advance in writing by Old National; or (s) engage in any transaction or take any other action that would render untrue in any material respect any of the actions prohibited to it by this Section 5.2representations and warranties of St. J▇▇▇▇▇ or St. J▇▇▇▇▇ Bank contained in Article II hereof if such representations and warranties were given as of the date of such transaction or action.

Forbearances. During Without limiting the period from the date generality of this Agreement through the Effective TimeSection 5.1 above, except as set forth in its Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, and except as expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2required by applicable Law, neither Party the Company nor Parent shall, and neither Party the Company nor Parent shall permit any of its Subsidiaries or Newco to, without the prior written Consent consent of Parent or the other Party Company, as applicable (which Consent shall such consent not to be unreasonably withheld withheld, delayed or delayedconditioned): (a) amend its Organizational Documents (except as provided herein)i) other than dividends and distributions by a direct or indirect Subsidiary to such Party or any direct or indirect wholly-owned Subsidiary of such Party, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than any agreement with respect to consolidationsthe voting of, mergers, share exchanges, reorganizations or similar business combinations solely among any of its wholly owned Subsidiaries), or a letter of intent or agreement in principle with respect thereto; capital stock; (bii) except for Permitted Issuances and Permitted Repurchases and except as provided in Section 5.3, (i) adjust, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for, shares of its capital stock, except upon the exercise of stock options or settlement of stock units that are outstanding as of the date of this Agreement in accordance with their present terms; or (iiiii) makepurchase, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase redeem or otherwise acquire, acquire any shares of its capital stock or any other securities or obligations convertible any of its Subsidiaries, or any rights, warrants or options to acquire any such shares or other securities (whether currently convertible other than the withholding of shares of common stock to satisfy the exercise price or convertible only after Tax withholding upon the passage exercise of time stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the occurrence date of certain eventsthis Agreement in accordance with their present terms and such Party’s practices as of the date of this Agreement); (b) into issue, deliver, sell, pledge or exercisable otherwise encumber or exchangeable for subject to any Lien any shares of its capital stock, any other voting securities, including any restricted shares of its common stock, or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, including any stock options and unit awards (other than (i) the issuance of its common stock upon the exercise of stock options or vesting of restricted shares, in each case that are outstanding as of the date of this Agreement in accordance with their present terms; (ii) the issuance of up to 50,000 Company Stock Options to new employees in the ordinary course of business consistent with past practice; or (iii) grant or issue any Rights, (iv) issue any additional shares the issuance of capital stock or any Voting Debt, or (v) make any change Company Common Stock under the Company Stock Plan pursuant to the Company’s Director Compensation Plan existing on the date of this Agreement up to a fair market value of $225,000 in any instrument or Contract governing the terms of any of its securitiesaggregate); (c) amend its articles of incorporation, bylaws or other comparable organizational documents or the organizational documents of any of its Subsidiaries; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or any equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, in each case, except for (i) acquisitions of Oil and Gas Properties, equipment, inventory or other assets related to the ownership or operation of Oil & Gas Properties in the ordinary course of business consistent with past practice and (ii) acquisitions for amounts that, in the aggregate, do not exceed $5,000,000; provided, however, that no acquisition otherwise permitted by the foregoing clauses (i) or (ii) may be made to the extent it may reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement; (e) sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Permitted Liens), or otherwise dispose of any of its properties or assets or create any security interest in such assets or properties that have a fair market value in excess of $5,000,000 in the aggregate, in each case, other than in the ordinary course of business consistent with past practice (including disposing of, selling, assigning, transferring, leasing, licensing, mortgaging or pursuant otherwise encumbering Oil and Gas Properties and related assets in the ordinary course of business consistent with past practice); (f) except for borrowings under the Credit Agreements that are incurred in the ordinary course of business consistent with past practice, or Indebtedness owed by any wholly-owned Subsidiary to Contracts such Party or any other wholly-owned Subsidiary of such Party, incur, redeem, prepay, repurchase, defease, cancel, or modify the terms of, any Indebtedness or assume, guarantee or endorse, or otherwise become responsible for the Indebtedness of any Person (other than any of its wholly-owned Subsidiaries); (g) make any loans or advances to any Person other than its wholly-owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (h) change in force at any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, in each case, in effect on the date of this Agreement, except as required by changes in GAAP or permitted by this Agreement and regulatory accounting principles; (i) make investments in Persons (other than by way in any of foreclosures its wholly-owned Subsidiaries or acquisitions any Related Entity) in excess of control $5,000,000 in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faiththe aggregate, make any material investment in or acquisition of (either whether by purchase of stock or securities, contributions to capital, property transfers, or purchase of entering into binding agreements with respect to any property such investment or assets) any other Person other than its wholly owned Subsidiaries as of the date of this Agreementacquisition; (dj) make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any new line closing agreement with respect to a material amount of businessTaxes, settle any material claim or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies that are assessment from a Tax Authority or surrender any right to claim a refund of a 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 amount of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facilityTaxes; (ek) sell, transfer, mortgage, encumber except as expressly permitted by any other provision of this Section 5.2 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 as set forth in the ordinary course of business consistent with past practice or pursuant to Contracts in force as Section 5.2 of the date of this Agreement and disclosed in Section 5.2(e) of its Company Disclosure Letter or the Parent Disclosure Letter; (f) other than in the ordinary course of business consistent with past practice: incur any long-term indebtedness for borrowed money (, terminate 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 Company Material Contract or Parent Material Contract, as applicable, other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms, or enter into or renew any agreement or contract or other binding obligation of such Party or its Subsidiaries containing (i) any restriction on the ability of such Party and its Subsidiaries, or, after the Merger, Parent and its Subsidiaries (including the Company), to conduct their businesses as presently conducted or currently contemplated to be conducted after the Merger or (ii) any restriction on such Party or its Subsidiaries, or, after the Merger, Parent and its Subsidiaries (including the Company), in engaging in any type of activity or business; (l) (i) other than incur any capital expenditures or (ii) enter into any Contract obligating such Party to make capital expenditures, except, in each case, for (A) capital expenditures made in accordance with such Party’s existing capital plan for 2013 as in effect as of the date of this Agreement (which plan is set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable); or (B) to the extent not reflected on such capital plan, capital expenditures not in excess of $5,000,000 in the aggregate with respect to the Company and $10,000,000 in the aggregate with respect to Parent; (m) except as required by Compensation and agreements or instruments in effect on the date of this Agreement, alter in any material respect, fail to satisfy or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the date of this Agreement; (n) except as required by the terms of Company Benefit Plans and Contracts or Company Employment Agreements, or the terms of Parent Benefit Plans or Parent Employment Agreements, as applicable, as in effect at on 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 as required by any existing Compensation and Benefit Plan applicable Law or Contract to any such officersas provided by this Agreement, employees or directors other than as in the ordinary course of business consistent with past practice, (iiii) become a party to, amend grant or commit itself pay to any Compensation and Benefit Plan current or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment agreement with or for the benefit of any former director, officer, employee or director other than with respect to employees who are not directors consultant of the Company or executive officers and then only any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, any increase in compensation, except for annual or promotional salary or wage increases in the ordinary course of business consistent with past practicepractice not to exceed, in the aggregate for all such increases, 10% of the aggregate wage and salary expense for the prior year to the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, on a consolidated basis, except Parent may grant or pay to both (A) the estate of its immediate past Chairman who served prior to April 19, 2013 the incentive bonuses for the fiscal year that ends June 30, 2013 and (B) its current Chairman, President and Chief Executive Officer the incentive bonuses for the fiscal year that ends June 30, 2013 and the fiscal year that will begin July 1, 2013, in accordance with the criteria previously approved by the Parent Board, which bonuses shall not exceed the individual amounts set forth in Section 5.2(n) of the Parent Disclosure Schedule; (ii) grant, pay, promise to pay, or enter into any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable, to pay, to any current or former director, officer, employee, consultant or service provider of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, any severance, retention, change in control or termination pay or any increase in actual or potential severance, retention, change in control or termination pay, except to Parent Employees who will be employed by Parent for six months or less following the Effective Time in an amount not to exceed $1,500,000 in the aggregate; (iii) increase the compensation or benefits provided or payable under any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable; (iv) modify the terms of any equity-based award granted under any Company Stock Plan or Parent Stock Plan, as applicable; (v) make any discretionary contributions or payments with respect to any Company Benefit Plan or Company Employment Agreement or Parent Benefit Plan or Parent Employment Agreement, as applicable, to any trust or other funding vehicle; (vi) accelerate the payment or vesting ofof any payment or benefit provided or to be provided to any director, officer, employee or consultant of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, or otherwise pay any amounts not due such individual, except to Parent Employees who will be employed by Parent for six months or less following the lapsing Effective Time; (vii) enter into any new or amend or modify any existing Company Employment Agreement or Parent Employment Agreement, as applicable, (or agreement that would be a Company Employment Agreement or Parent Employment Agreement, as applicable, if in effect on the date of restrictions this Agreement), other than employment agreements for new hires with respect to, Rights pursuant to BNY Stock Plans an annual compensation not exceeding $250,000 in the case aggregate; (viii) establish any new or amend or modify any existing Company Benefit Plans or Parent Benefit Plans, as applicable, (or plans that would be a Company Benefit Plan or Parent Benefit Plan, as applicable, if in effect on the date of BNYthis Agreement); or (ix) establish, and Rights pursuant to Mellon Stock Plans in the case of Mellonadopt or enter into any collective bargaining agreement; (jo) settle except as set forth in Section 5.2 of the Company Disclosure Letter or the Parent Disclosure Letter, pay, discharge, settle, waive, release or assign or compromise any Litigationlegal action, except for litigation, arbitration, suit, investigation or proceeding, other than any Litigation involving such payment, discharge, settlement or compromise (i) that involves solely money damages in an amount that is not material to such Party and its Subsidiaries, taken as a wholein excess of $5,000,000 in the aggregate, and that does not involve or create an adverse binding precedent for Litigation that is reasonably likely other pending or potential legal action, litigation, arbitration or proceeding, or (ii) pursuant to be material the terms of any Contract in effect on the date of this Agreement (copies of which have been provided to it and its Subsidiaries taken as a wholethe Other Party prior to the date of this Agreement); (kp) implement or adopt take 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 takeaction, or knowingly omit fail 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 within its control, which action or failure to act would 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; (oq) adopt or enter into a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; orother reorganization of such Party or any of its Subsidiaries (other than the Merger); (pr) fail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (s) enter into any hedging Contracts not in the ordinary course of business consistent with past practice; (t) purchase or otherwise acquire, directly or indirectly (including by way of providing financing), any Equity Interests in the Other Party or any of the Other Party’s Subsidiaries; or (u) commit or agree to take any of the actions prohibited to it contemplated by this Section 5.25.2(a) through (t) above.

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 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. During the period from the date Commencing upon execution of this Agreement and continuing through to the Effective Timeearlier of the Closing or the termination of this Agreement pursuant to Section 9.1, except as set forth in its Section 6.2 of the Company Disclosure Letter and except as Schedule or expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2Agreement, neither Party shallthe Company shall not, and neither Party the Company shall not permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party Parent (which Consent consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as provided herein)an accommodation become responsible for the obligations of any other individual, corporation or other entity, or enter into a plan make any loan or advance, in excess 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 $5,000,000 in principle with respect theretothe aggregate; (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, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction; (iic) make, declare or pay any dividenddividend other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent or to another direct or indirect wholly owned Subsidiary of the Company, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquireacquire or encumber, any shares of its capital stock or 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, except in connection with cashless exercises or similar transactions pursuant to the exercise of stock options issued and outstanding as of the date hereof under the Company Stock Plans; (iiid) subject to Section 6.2(l), grant to any individual, corporation or issue other entity any Rights, right to acquire shares of its capital stock; (ive) issue any additional shares of capital stock of the Company, except pursuant to the exercise of stock options outstanding as of the date hereof under the Company Stock Plans, or any Voting Debtother securities convertible into shares of Company Common Stock issued and outstanding as of the date hereof and in accordance with its terms; (f) INTENTIONALLY LEFT BLANK (g) amend or terminate the Rights Agreement, other than in connection with a transaction entered into pursuant to Section 9.1(e); (h) sell, transfer, mortgage, encumber or (v) make any change in any instrument or Contract governing the terms otherwise dispose of any of its securities; (c) lines of business or any of its material properties or assets to any individual, corporation or other entity, other than in the ordinary course of business consistent with past practice to a wholly owned Subsidiary, or cancel, release or assign any material indebtedness to any such person or any claims held by any such person, except pursuant to Contracts contracts or agreements in force at the date thereof or, in the case of cancellation or permitted by this Agreement and other release of material indebtedness, as a result of debt collections; (i) pay, or agree to pay, cash consideration of more than by way of foreclosures or acquisitions of control $25,000,000 in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faiththe aggregate, make any material investment in or acquisition of (either whether by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) assets of any other Person individual, corporation or other entity other than its to a wholly owned Subsidiaries as Subsidiary of the date of this AgreementCompany or any wholly owned Subsidiary thereof; (dj) terminate, or amend or waive any material provision of, any Company Contract, as the case may be, or make any material change in any instrument or agreement governing the terms of any lease or contract; (k) establish, adopt, amend or terminate any Company Benefit Plan, or amend the terms of any outstanding equity based award; (i) establish, or increase compensation or benefits provided under, or make any payment not required by, any stay, bonus, incentive, insurance, severance, termination, change of control, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards or similar instruments), stock purchase or other employee benefit plan, program, policy, or agreement or arrangement or (ii) otherwise increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided to any of its current or former directors, officers, employees, consultants or service providers or those of any Subsidiary, or otherwise pay any amounts not due such individual, (iii) enter into any new line or amend any existing employment or consulting agreement with any director, officer, employees, consultants or service provider or retain the services of businessany such person if the compensation (base and bonus) shall exceed $250,000 or (iv) establish, adopt 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 wholeenter into any collective bargaining agreement, except in each of clauses (i) and (ii), as may be required by to comply with applicable Law 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 facilityexisting contractual arrangements; (em) sellsettle any material claim, transferaction or proceeding; (n) amend its certificate of incorporation or its bylaws or, mortgagein the case of the Company, encumber enter into any agreement with its stockholders in their capacity as such; (o) take any action that is intended or otherwise dispose of any part of its business or would reasonably be expected to result in 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 representations and warranties set forth 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 being or becoming untrue such that the condition set forth in Section 5.2(e8.3(a) shall be incapable of its Disclosure Lettersatisfaction; (fp) 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, (iiii) become a party tosell, amend assign, otherwise transfer, sublicense or commit itself to enter into any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment material license agreement with or for the benefit of any officer, employee or director other than with respect to employees who are not directors any Company Intellectual Property used by it in its business or executive officers and then only buy or enter into any material license agreement with respect to Third Party Intellectual Property; (ii) sell, license or transfer to any person or entity any material rights to any Company Intellectual Property Rights used by it in the ordinary course of business consistent with past practice, its business; or (iviii) accelerate enter into or materially amend any Company Contract, as the vesting ofcase may be, pursuant to which any other party is granted marketing or the lapsing distribution rights of restrictions any type or scope with respect to, Rights pursuant to BNY Stock Plans in the case any material products or services of BNY, and Rights pursuant to Mellon Stock Plans in the case its or any of Mellonits Subsidiaries; (jq) settle enter into any Litigation, except for any Litigation involving solely money damages in an amount "non-compete" or similar agreement that is not material would materially restrict the businesses of the Surviving Corporation or its Subsidiaries following the Effective Time or that reasonably would be expected to such Party restrict the businesses of Parent and its Subsidiaries (excluding the Surviving Corporation 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); (kr) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity, other than in relation to a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof, and other than a merger of a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof with or into a third party in which the sole consideration to be issued in such transaction to such third party is cash solely to the extent such transaction is permitted by, and is in accordance with, clause (i) of this Section 6.2; (s) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as consistent with or as may be required by GAAPlaw, GAAP or regulatory accounting guidelines or applicable Lawguidelines; (lt) settle or compromise any material liability for Taxes, file or amend any material amended Tax Return, file any material Tax Return in a materially inconsistent manner with past practice (except as otherwise required by law), make any material Tax election (other than in the ordinary course of business; 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 accounting for Tax accounting, except as required by applicable Lawpurposes; (mu) knowingly takeenter into any new, or knowingly omit to takeamend or otherwise alter any current, 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 reorganizationCompany Affiliate Transaction; or (pv) agree to take take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited to it by this Section 5.26.2.

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 Commencing upon execution of this Agreement and continuing through to the Effective Timeearlier of the Closing or the termination of this Agreement pursuant to Section 9.1, except as set forth in its Section 6.2 of the Company Disclosure Letter and except as Schedule or expressly contemplated or permitted by this Agreement or as otherwise provided in this Section 5.2Agreement, neither Party shallthe Company shall not, and neither Party the Company shall not permit any of its Subsidiaries or Newco to, without the prior written Consent consent of the other Party Parent (which Consent consent shall not be unreasonably withheld or delayed): (a) amend its Organizational Documents (except incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as provided herein)an accommodation become responsible for the obligations of any other individual, corporation or other entity, or enter into a plan make any loan or advance, in excess 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 $5,000,000 in principle with respect theretothe aggregate; (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, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction; (iic) make, declare or pay any dividenddividend other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent or to another direct or indirect wholly owned Subsidiary of the Company, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquireacquire or encumber, any shares of its capital stock or 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, except in connection with cashless exercises or similar transactions pursuant to the exercise of stock options issued and outstanding as of the date hereof under the Company Stock Plans; (iiid) subject to Section 6.2(l), grant to any individual, corporation or issue other entity any Rights, right to acquire shares of its capital stock; (ive) issue any additional shares of capital stock of the Company, except pursuant to the exercise of stock options outstanding as of the date hereof under the Company Stock Plans, or any Voting Debtother securities convertible into shares of Company Common Stock issued and outstanding as of the date hereof and in accordance with its terms; (f) INTENTIONALLY LEFT BLANK (g) amend or terminate the Rights Agreement, other than in connection with a transaction entered into pursuant to Section 9.1(e); (h) sell, transfer, mortgage, encumber or (v) make any change in any instrument or Contract governing the terms otherwise dispose of any of its securities; (c) lines of business or any of its material properties or assets to any individual, corporation or other entity, other than in the ordinary course of business consistent with past practice to a wholly owned Subsidiary, or cancel, release or assign any material indebtedness to any such person or any claims held by any such person, except pursuant to Contracts contracts or agreements in force at the date thereof or, in the case of cancellation or permitted by this Agreement and other release of material indebtedness, as a result of debt collections; (i) pay, or agree to pay, cash consideration of more than by way of foreclosures or acquisitions of control $25,000,000 in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faiththe aggregate, make any material investment in or acquisition of (either whether by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) assets of any other Person individual, corporation or other entity other than its to a wholly owned Subsidiaries as Subsidiary of the date of this AgreementCompany or any wholly owned Subsidiary thereof; (dj) terminate, or amend or waive any material provision of, any Company Contract, as the case may be, or make any material change in any instrument or agreement governing the terms of any lease or contract; (k) establish, adopt, amend or terminate any Company Benefit Plan, or amend the terms of any outstanding equity based award; (i) establish, or increase compensation or benefits provided under, or make any payment not required by, any stay, bonus, incentive, insurance, severance, termination, change of control, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards or similar instruments), stock purchase or other employee benefit plan, program, policy, or agreement or arrangement or (ii) otherwise increase or accelerate the vesting or payment of the compensation payable or the benefits provided or to become payable or provided to any of its current or former directors, officers, employees, consultants or service providers or those of any Subsidiary, or otherwise pay any amounts not due such individual, (iii) enter into any new line or amend any existing employment or consulting agreement with any director, officer, employees, consultants or service provider or retain the services of businessany such person if the compensation (base and bonus) shall exceed $250,000 or (iv) establish, adopt 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 wholeenter into any collective bargaining agreement, except in each of clauses (i) and (ii), as may be required by to comply with applicable Law 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 facilityexisting contractual arrangements; (em) sellsettle any material claim, transferaction or proceeding; (n) amend its certificate of incorporation or its bylaws or, mortgagein the case of the Company, encumber enter into any agreement with its stockholders in their capacity as such; (o) take any action that is intended or otherwise dispose of any part of its business or would reasonably be expected to result in 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 representations and warranties set forth 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 being or becoming untrue such that the condition set forth in Section 5.2(e8.3(a) shall be incapable of its Disclosure Lettersatisfaction; (fp) 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, (iiii) become a party tosell, amend assign, otherwise transfer, sublicense or commit itself to enter into any Compensation and Benefit Plan or Contract (or any individual Contracts evidencing grants or awards thereunder) or employment material license agreement with or for the benefit of any officer, employee or director other than with respect to employees who are not directors any Company Intellectual Property used by it in its business or executive officers and then only buy or enter into any material license agreement with respect to Third Party Intellectual Property; (ii) sell, license or transfer to any person or entity any material rights to any Company Intellectual Property Rights used by it in the ordinary course of business consistent with past practice, its business; or (iviii) accelerate enter into or materially amend any Company Contract, as the vesting ofcase may be, pursuant to which any other party is granted marketing or the lapsing distribution rights of restrictions any type or scope with respect to, Rights pursuant to BNY Stock Plans in the case any material products or services of BNY, and Rights pursuant to Mellon Stock Plans in the case its or any of Mellonits Subsidiaries; (jq) settle enter into any Litigation, except for any Litigation involving solely money damages in an amount “non-compete” or similar agreement that is not material would materially restrict the businesses of the Surviving Corporation or its Subsidiaries following the Effective Time or that reasonably would be expected to such Party restrict the businesses of Parent and its Subsidiaries (excluding the Surviving Corporation 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); (kr) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity, other than in relation to a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof, and other than a merger of a wholly owned Subsidiary of the Company or any wholly owned Subsidiary thereof with or into a third party in which the sole consideration to be issued in such transaction to such third party is cash solely to the extent such transaction is permitted by, and is in accordance with, clause (i) of this Section 6.2; (s) implement or adopt any change in its financial accounting principles, practices or methods, including reserving methodologies, other than as consistent with or as may be required by GAAPlaw, GAAP or regulatory accounting guidelines or applicable Lawguidelines; (lt) settle or compromise any material liability for Taxes, file or amend any material amended Tax Return, file any material Tax Return in a materially inconsistent manner with past practice (except as otherwise required by law), make any material Tax election (other than in the ordinary course of business; 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 accounting for Tax accounting, except as required by applicable Lawpurposes; (mu) knowingly takeenter into any new, or knowingly omit to takeamend or otherwise alter any current, 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 reorganizationCompany Affiliate Transaction; or (pv) agree to take take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited to it by this Section 5.26.2.