Common use of Forbearances Clause in Contracts

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld: (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC MRCC Disclosure Schedule or Section 6.2 of the HRZN Disclosure Schedule, SLIC shall notas applicable, neither MRCC nor HRZN shall, and neither shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF MRCC (including and the consent of a majority of MRCC Special Committee) or HRZN (and the Independent Directors of PIFHRZN Special Committee), as applicable, which prior written consent shall not be unreasonably delayed, conditioned or withheld: (a) other Other than pursuant to capital calls with respect to such party’s dividend reinvestment plan as in effect as of the SLIC Subscription Agreementsdate of this Agreement or in the case of HRZN, Permitted Issuances, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC MRCC Voting Debt or HRZN Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) with respect to MRCC, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC MRCC Charter or the SLIC MRCC Bylaws (in the case of MRCC) or the HRZN Charter or the HRZN Bylaws (in the case of HRZN) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC MRCC from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed;. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC a MRCC Material Contract or HRZN Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC MRCC Material Contract or HRZN Material Contract;, as applicable. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFHRZN, MRCC, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;Indebtedness. (r) except Except as otherwise expressly contemplated by this Agreement and the Asset Purchase Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC MRCC Board or the HRZN Board, as applicable, authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by earlier termination of this Agreement, as Previously Disclosed or except as set forth in Section 6.2 of the SLIC Allegiance Disclosure Schedule or the CBTX Disclosure Schedule, SLIC shall notas expressly contemplated or permitted by this Agreement or as required by law, neither Allegiance nor CBTX shall, and neither Allegiance nor CBTX shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party to this Agreement (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) other than pursuant to capital calls (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize a maturity not in excess of six (6) months; (ii) the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or deposit liabilities; (iii) issuances of letters of credit; (iv) purchases of federal funds; (v) sales of certificates of deposit; and (vi) entry into term repurchase agreements for fixed income securities, in each case in the ordinary course of business, incur any securities convertible into indebtedness for borrowed money (other than indebtedness of CBTX or exercisable any of its wholly-owned Subsidiaries to CBTX or exchangeable forany of its wholly-owned Subsidiaries, on the one hand, or of Allegiance or any of its wholly-owned Subsidiaries to Allegiance or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Rights to acquireindividual, any such shares corporation or other securities;entity; (b) adjust, split, combine or reclassify any capital stock; (ic) make, authorize, declare, pay or set aside a record date for any dividend in respect ofdividend, or declare or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, except, in each case, (i) regular quarterly cash dividends by CBTX at a rate not in excess of $0.13 per share of CBTX Common Stock and by Allegiance at a rate not in excess of $0.12 per share of Allegiance Common Stock; (ii) dividends paid by any of the Subsidiaries of each of Allegiance and CBTX to Allegiance and CBTX or any of their wholly-owned Subsidiaries, respectively; (iii) purchasedividends provided for and paid on the Allegiance Trust Preferred Securities in accordance with the terms thereof; (iv) the acceptance of shares of CBTX Common Stock or Allegiance Common Stock, redeem as the case may be, as payment for the exercise price of stock appreciation rights or stock options or for withholding Taxes incurred in connection with the exercise of stock appreciation rights or stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; or (v) redemptions, purchases or acquisitions of such securities pursuant to any repurchase plan or program approved by the Board of Directors of CBTX or Allegiance, as the case may be, as of the date hereof; (d) grant any stock appreciation rights, stock options, restricted stock units, performance units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, other than reasonable grants to any employee or officer (i) in connection with commencement of employment, promotion or change in responsibilities, (ii) in the ordinary course of business consistent with past practice or (iii) by the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business; (e) issue, sell, transfer, encumber or otherwise acquirepermit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any rightsCBTX Securities or CBTX Subsidiary Securities, warrants or options to acquirein the case of CBTX, or securities convertible intoAllegiance Securities or Allegiance Subsidiary Securities, such in the case of Allegiance, or any options, warrants, or other rights of any kind to acquire any shares of capital stock;stock or other equity or voting securities, including any CBTX Securities or CBTX Subsidiary Securities, in the case of CBTX, or Allegiance Securities or Allegiance Subsidiary Securities, in the case of Allegiance, except pursuant to the exercise of stock appreciation rights or stock options or the settlement of equity compensation awards in accordance with their terms; (cf) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or propertiesother entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business or pursuant to contracts or agreements in force at the date of this Agreement; (g) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case other than a wholly-owned Subsidiary of CBTX or Allegiance, as applicable; (h) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any CBTX Contract or Allegiance Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to CBTX or Allegiance, as the case may be, or enter into any contract that would constitute a CBTX Contract or an Allegiance Contract, as the case may be, if it were in effect on the date of this Agreement; (i) salesexcept as required under applicable law or the terms of any CBTX Benefit Plan or Allegiance Benefit Plan existing as of the date hereof, transfersas applicable, leases(i) enter into, mortgagesestablish, encumbrances adopt, commence participation in, materially amend, cease participation in or terminate any CBTX Benefit Plan or Allegiance Benefit Plan, or any plan, program, agreement, contract, policy or arrangement that would be a CBTX Benefit Plan or an Allegiance Benefit Plan if in effect on the date hereof, other dispositions than (x) in the ordinary course of business consistent with SLIC’s investment objectives past practice and policies (y) as publicly disclosedwould not reasonably be expected to materially increase the cost of benefits under any CBTX Benefit Plan, Allegiance Benefit Plan, CBTX Contract or Allegiance Contract, as the case may be; (ii) encumbrances required increase the compensation or benefits payable to secure Permitted Indebtedness of SLIC any current or any of its Consolidated Subsidiaries; (dformer employee, officer, director or individual consultant, other than as set forth in Section 5.2(i) acquire or agree to acquire all or any portion of the assetsCBTX Disclosure Schedule or other than increases to current employees and officers (x) in connection with a promotion or change in responsibilities and to a level consistent with similarly situated peer employees, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted (y) in the ordinary course of business consistent with past practice or (z) by the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such partyemployee and, if applicable, such employee’s investment objectives and policies business; (iii) accelerate the vesting or payment of any equity-based awards or other compensation; (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; or (v) fund any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any CBTX Benefit Plan, Allegiance Benefit Plan, CBTX Contract or Allegiance Contract, as publicly disclosedthe case may be; (ej) amend except as set forth in Section 5.2(j) of the SLIC Charter CBTX Disclosure Schedule or except as set forth in Section 5.2(j) of the Allegiance Disclosure Schedule, as the case may be, settle any material claim, suit, action or proceeding, except involving solely monetary remedies in an amount, individually and in the aggregate, that is not material to CBTX or Allegiance, as applicable, and that would not impose any material restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the SLIC Bylaws Surviving Entity or any other governing documents to the receipt of regulatory approvals for the Merger or similar governing documents of any of SLIC’s Consolidated Subsidiaries;the Bank Merger on a timely basis; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (hk) take any action or knowingly fail to take any action that would, where such action or would failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (l) amend its certificate of formation, its bylaws or comparable governing documents of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC; (m) other than in prior consultation with the other party to this Agreement, materially delay restructure or materially impede change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the ability of manner in which the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring portfolio is classified or paying any Tax Dividend on or before the Closing Date;reported; (in) incur implement or adopt any Indebtedness for borrowed money change in its accounting principles, practices or guarantee methods, other than as may be required by GAAP; (o) enter into any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course new line of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companiesor, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice practice, change in any material respect its lending, investment, underwriting, risk and SLIC’s investment objectives asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as publicly disclosed; makea percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (p) change or revoke any material Tax election; , change an annual Tax accounting period, change any material Tax accounting method, file any material amended Tax Return, enter into any closing or similar agreement with respect to a material amount of Taxes, or settle or compromise any material Tax liability claim, audit, assessment or refund;dispute or surrender any material right to claim a refund of Taxes; (lq) take any action, merge or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC consolidate itself or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC with the SEC); (n) any other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedperson, enter into any Contract that would otherwise constitute an SLIC Material Contract had or restructure, reorganize or completely or partially liquidate or dissolve it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after that are “significant subsidiaries” within the First Effective Time, PIF, the Surviving Company or any meaning of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course Rule 1-02 of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as Regulation S-X of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;SEC; (r) take any action that is intended or expected to result in any of the conditions to the Merger set forth in ARTICLE VII not being satisfied, except as otherwise expressly contemplated may be required by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;applicable law; or (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC its Board authorizingof Directors or similar governing body in support of, any of the actions prohibited by this Section 6.25.2.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by earlier termination of this Agreement, as Previously Disclosed or except as set forth in Section 6.2 of the SLIC Sterling Disclosure Schedule or the W▇▇▇▇▇▇ Disclosure Schedule, SLIC shall notas expressly contemplated or permitted by this Agreement or as required by law, neither Sterling nor W▇▇▇▇▇▇ shall, and neither Sterling nor W▇▇▇▇▇▇ shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party to this Agreement (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of its capital stocksix (6) months, (ii) any SLIC Voting Debt or other voting securities or deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any securities convertible into indebtedness for borrowed money (other than indebtedness of Sterling or exercisable any of its wholly-owned Subsidiaries to Sterling or exchangeable forany of its wholly-owned Subsidiaries, on the one hand, or of W▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries to W▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Rights to acquireindividual, any such shares corporation or other securitiesentity; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) make, authorize, declare, pay or set aside a record date for any dividend in respect ofdividend, or declare or make any other distribution on, any shares of its capital stockor directly or indirectly redeem, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Sterling at a rate not in excess of $0.07 per share of Sterling Common Stock, (B) regular quarterly cash dividends by W▇▇▇▇▇▇ at a rate not in excess of $0.40 per share of W▇▇▇▇▇▇ Common Stock, (C) dividends paid by any of the Subsidiaries of each of Sterling and W▇▇▇▇▇▇ to Sterling or W▇▇▇▇▇▇ or any of their wholly-owned Subsidiaries, respectively, (D) in the case of Sterling, dividends provided for and paid on shares of Sterling Series A Preferred Stock in accordance with the terms of such Sterling Series A Preferred Stock, (E) in the case of W▇▇▇▇▇▇, dividends provided for and paid on shares of W▇▇▇▇▇▇ Preferred Stock in accordance with the terms of such W▇▇▇▇▇▇ Preferred Stock, (F) in the case of W▇▇▇▇▇▇, regular distributions on outstanding trust preferred securities in accordance with their terms or (G) the acceptance of shares of Sterling Common Stock or W▇▇▇▇▇▇ Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, warrants performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Sterling or W▇▇▇▇▇▇ or any of their respective Subsidiaries, other than in the case of W▇▇▇▇▇▇, grants of options to acquirepurchase under the W▇▇▇▇▇▇ ESPP; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, such or exercisable for, any shares of its capital stockstock or other equity or voting securities, including any securities of Sterling or W▇▇▇▇▇▇ or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Sterling or W▇▇▇▇▇▇ or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or propertiesother entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case, other than a wholly-owned Subsidiary of Sterling or W▇▇▇▇▇▇, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any Sterling Contract or W▇▇▇▇▇▇ Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to Sterling or W▇▇▇▇▇▇, or enter into any contract that would constitute a Sterling Contract or W▇▇▇▇▇▇ Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable law or the terms of any Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan existing as of the date hereof, as applicable, (i) salesenter into, transfersestablish, leasesadopt, mortgagesamend or terminate any Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan, encumbrances or any arrangement that would be a Sterling Benefit Plan or a W▇▇▇▇▇▇ Benefit Plan if in effect on the date hereof, other dispositions than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with SLIC’s investment objectives past practice and policies as publicly disclosedwould not reasonably be expected to materially increase the cost of benefits under any such Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan, or as the case may be, (ii) encumbrances required increase the compensation or benefits payable to secure Permitted Indebtedness of SLIC any current or any of its Consolidated Subsidiaries; former employee, director or individual consultant, other than increases for current employees with an annual base salary below $300,000 in connection with a promotion (dpermitted hereunder) acquire or agree to acquire all or any portion of the assetschange in responsibilities, business or properties of any other Personin each case, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives past practice and policies as publicly disclosed; to a level consistent with similarly situated peer employees, (eiii) accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention, collective bargaining agreement or similar agreement or arrangement; provided, however, that the SLIC Charter parties may enter into offer letters with new commercial banking hires in the ordinary course of business consistent with past practice that do not provide for enhanced or the SLIC Bylaws change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other governing documents way secure the payment of compensation or similar governing documents benefits under any Sterling Benefit Plan or W▇▇▇▇▇▇ Benefit Plan, as the case may be, (vi) terminate the employment or services of any employee with an annual base salary equal to or in excess of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods$300,000, other than for cause, or (vii) hire or promote any employee with an annual base salary equal to or in excess of $300,000 (other than as required by applicable Lawa replacement hire or promotion on substantially similar terms of employment as the departed employee), GAAP, or significantly change the SEC or applicable regulatory requirementsresponsibilities assigned to any such employee; (g) hire settle any employees material claim, suit, action or establishproceeding, become a party to except involving solely monetary remedies in an amount and for consideration not in excess of $1,000,000 individually or commit to adopt $2,000,000 in the aggregate and that would not impose any Employee Benefit Planmaterial restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation; (h) take any action or knowingly fail to take any action that would, where such action or would failure to act could reasonably be expected to materially delay or materially impede prevent the ability Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing DateCode; (i) incur any Indebtedness for borrowed money amend its certificate of incorporation, its bylaws or guarantee any Indebtedness comparable governing documents of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtednessits Significant Subsidiaries; (j) make materially restructure or agree to make any new capital expenditure other than obligations to fund commitments to materially change its investment securities or derivatives portfolio companies or investments its interest rate exposure, through purchases, sales or otherwise, or the manner in new which the portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedis classified or reported; (k) file implement or amend adopt any material Tax Return change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business (which may include partnering with third parties in origination, flow, servicing and other capacities) consistent with past practice practice, change in any material respect its lending, investment, underwriting, risk and SLIC’s investment objectives asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as publicly disclosed; a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election; , change an annual Tax accounting period, adopt or settle or compromise change any material Tax liability or refund; (l) take accounting method, file any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedmaterial amended Tax Return, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior closing agreement with respect to the date a material amount of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedTaxes, terminate, cancel, renew or agree to settle any material amendment ofTax claim, change in audit, assessment or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose dispute or surrender any material restriction on the conduct right to claim a refund of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription AgreementsTaxes; or (to) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizingits board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.25.2.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by earlier termination of this Agreement, as Previously Disclosed or except as set forth in Section 6.2 of the SLIC Sterling Disclosure Schedule or the ▇▇▇▇▇▇▇ Disclosure Schedule, SLIC shall notas expressly contemplated or permitted by this Agreement or as required by law, neither Sterling nor ▇▇▇▇▇▇▇ shall, and neither Sterling nor ▇▇▇▇▇▇▇ shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party to this Agreement (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of its capital stocksix (6) months, (ii) any SLIC Voting Debt or other voting securities or deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any securities convertible into indebtedness for borrowed money (other than indebtedness of Sterling or exercisable any of its wholly-owned Subsidiaries to Sterling or exchangeable forany of its wholly-owned Subsidiaries, on the one hand, or of ▇▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries to ▇▇▇▇▇▇▇ or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Rights to acquireindividual, any such shares corporation or other securitiesentity; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) make, authorize, declare, pay or set aside a record date for any dividend in respect ofdividend, or declare or make any other distribution on, any shares of its capital stockor directly or indirectly redeem, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any rights, warrants securities or options to acquire, obligations convertible (whether currently convertible or securities convertible into, such capital stock; (conly after the passage of time or the occurrence of certain events) sell, transfer, lease, mortgage, encumber or otherwise dispose of exchangeable into or exercisable for any shares of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances capital stock or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedequity or voting securities, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companiesexcept, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (kA) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as regular quarterly cash dividends by Sterling at a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount rate not in excess of $250,000 0.07 per share of Sterling Common Stock, (B) regular quarterly cash dividends by ▇▇▇▇▇▇▇ at a rate not in the aggregate excess of $0.40 per share of ▇▇▇▇▇▇▇ Common Stock, (after reduction C) dividends paid by any insurance proceeds actually received); (ii) would not impose any material restriction on of the conduct Subsidiaries of business each of SLIC Sterling and ▇▇▇▇▇▇▇ to Sterling or ▇▇▇▇▇▇▇ or any of its Consolidated Subsidiaries ortheir wholly-owned Subsidiaries, after respectively, (D) in the First Effective Timecase of Sterling, PIFdividends provided for and paid on shares of Sterling Series A Preferred Stock in accordance with the terms of such Sterling Series A Preferred Stock, (E) in the Surviving Company case of ▇▇▇▇▇▇▇, dividends provided for and paid on shares of ▇▇▇▇▇▇▇ Preferred Stock in accordance with the terms of such ▇▇▇▇▇▇▇ Preferred Stock, (F) in the case of ▇▇▇▇▇▇▇, regular distributions on outstanding trust preferred securities in accordance with their terms or (G) the acceptance of shares of Sterling Common Stock or ▇▇▇▇▇▇▇ Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding Taxes incurred in connection with the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or other equity or voting securities of Sterling or ▇▇▇▇▇▇▇ or any of their respective Consolidated Subsidiaries and (iii) would not admit liabilitySubsidiaries, guilt or fault; (q) other than in the ordinary course case of business consistent with SLIC’s investment objectives and policies as publicly disclosed▇▇▇▇▇▇▇, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than grants of options to purchase under the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements▇▇▇▇▇▇▇ ESPP; or (tiv) agree issue, sell, transfer, encumber or otherwise permit to take, make become outstanding any commitment to takeshares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, or adopt any resolutions of the SLIC Board authorizingexercisable for, any shares of its capital stock or other equity or voting securities, including any securities of Sterling or ▇▇▇▇▇▇▇ or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Sterling or ▇▇▇▇▇▇▇ or their respective Subsidiaries, except pursuant to the actions prohibited by this Section 6.2.exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms;

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC GETCO Disclosure Schedule or the Knight Disclosure Schedule, SLIC as applicable, as expressly contemplated or permitted by this Agreement, or as otherwise required by applicable Law, each of GETCO and Knight shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayedwithheld, denied, conditioned or withheld:delayed): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreementssell, issuelease, deliverlicense, sell or grantmortgage, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sellencumber, transfer, leaseconvey, mortgageassign, encumber or otherwise dispose of any of its assets material rights, properties or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business tangible or properties of any other Personintangible, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refundto third parties who are not Affiliates; (lb) take (i) incur, assume or guarantee any actionIndebtedness, (ii) cancel or knowingly fail waive any claims under any material Indebtedness or amend or modify adversely to take it in any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply material respect the terms relating to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and issuch Indebtedness, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (niii) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies past practice, assume, guarantee, endorse or otherwise as publicly disclosedan accommodation become responsible for obligations of any Person, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; or (oiv) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to past practice make any material amendment of, change in loans or waiver under any SLIC Material Contractadvances; (pc) settle any Proceeding against it, except for Proceedings that (i) adjust, split, combine or reclassify any capital stock, unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for (x) dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any options, stock appreciation rights, restricted stock units or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock or equity interests, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (iv) issue or commit to issue any additional shares of capital stock or other equity interest other than pursuant to the exercise or settlement of Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are settled outstanding as of the date hereof or that are issued following the date hereof in compliance with this Agreement or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests; (d) except as required under applicable Law or the terms of any GETCO Benefit Plan or Knight Benefit Plan, as applicable, existing as of the date hereof (i) enter into, adopt or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or consultant (other than any annual salary or wage increases in the ordinary course of business consistent with past practice and SLIC’s of not more than 5% in the aggregate per annum), (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of assets for cash in the ordinary course of business consistent with past practice, (i) acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person or (ii) merge or consolidate with any Person; (f) make any capital expenditure requiring payments in excess of $10 million individually or $25 million in the aggregate; (g) make any material investment objectives and either by purchase of stock or securities or contributions to capital in excess of $25 million (other than in a wholly owned Subsidiary); (h) (i) enter into any new line of business or (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to its operations; (i) amend its charter, bylaws, certificate of formation, limited liability company agreement or other comparable organizational documents, or otherwise take any action to exempt any person from any provision of such documents; (j) (i) terminate or amend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, any GETCO Contract or Knight Contract, as publicly disclosedapplicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in an amount the ordinary course of business or that if in existence as of the date hereof would be a GETCO Contract pursuant to Sections 3.13(a)(v) or 3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $250,000 5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate (after reduction by any insurance proceeds actually received); and (ii) would not impose the commencement of any material restriction on litigation, action or proceeding in the conduct ordinary course of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultconsistent with past practice; (qm) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedpast practice, materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (n) amend in a manner that adversely impacts the ability to conduct its business, terminate or allow to lapse any material Permit; (o) (i) paycancel, discharge abandon or satisfy allow to lapse any Indebtedness for borrowed money, material Intellectual Property other than in the paymentordinary course of business consistent with past practice, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel disclose to any material indebtednessthird party any trade secret other than in the ordinary course of business consistent with past practice; (rp) except implement or adopt any change in its accounting principles, practices or methods, other than as otherwise expressly contemplated may be required by this Agreementapplicable Law, merge GAAP or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to regulatory guidelines; (q) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (sr) intentionally take any action that is intended to result in any of the conditions to the Mergers set forth in Article VIII not being satisfied; (i) make, change or revoke any material Tax election, (ii) change any material method of Tax accounting or any annual Tax accounting period, (iii) enter into any new SLIC Subscription Agreementsclosing agreement, (iv) settle or compromise any material liability for Taxes, (v) file any material amended Tax Return, or (vi) surrender any right or claim to a material refund of Taxes, in each case except (A) in the ordinary course of business and consistent with past practice, or (B) as would not have an adverse effect on it or its Subsidiaries (or, following the closing, on the Company) that is material; or (t) agree to take, or make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC GBDC 3 Disclosure Schedule or Section 6.2 of the GBDC Disclosure Schedule, SLIC shall notas applicable, neither GBDC 3 or GBDC shall, and neither shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF GBDC 3 or GBDC, as applicable (including and the consent of a majority of the Independent Directors of PIFGBDC 3, in the case of GBDC 3, and the consent of a majority of the Independent Directors of GBDC, in the case of GBDC), which prior written consent shall not be unreasonably delayed, conditioned or withheld: (a) other Other than pursuant to such party’s dividend reinvestment plan as in effect as of the date of this Agreement or (x) in the case of GBDC 3, pursuant to capital calls with respect to the SLIC GBDC 3 Subscription AgreementsAgreements and (y) in the case of GBDC, Permitted Issuances, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC GBDC 3 Voting Debt or GBDC Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) with respect to GBDC 3, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC GBDC 3 Charter or the SLIC GBDC 3 Bylaws (in the case of GBDC 3) or the GBDC Charter or the GBDC Bylaws (in the case of GBDC) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC GBDC 3 from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed;. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC a GBDC 3 Material Contract or GBDC Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC GBDC 3 Material Contract or GBDC Material Contract;, as applicable. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFGBDC, GBDC 3, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) With respect to GBDC 3, enter into any new SLIC GBDC 3 Subscription Agreements; or. (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC GBDC 3 Board or the GBDC Board, as applicable, authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During Except as set forth in the period Company's Disclosure Schedule, from the date of this Agreement until to the earlier of Closing, the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall not, and Company shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority approval of the Independent Directors of PIF)Purchaser, which prior written consent approval shall not be unreasonably delayed, conditioned or withheld:; (a) other than pursuant in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to capital calls with respect to refinance short-term indebtedness of the SLIC Subscription AgreementsCompany; it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, issuewithout limitation, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) deposit liabilities, purchases of federal funds, Federal Home Loan Bank short - and long term advances, sales of certificates of deposit and entering into repurchase and reverse repurchase agreements), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any shares of its capital stockother individual, (ii) any SLIC Voting Debt corporation or other voting securities or (iii) any securities convertible into or exercisable or exchangeable forentity, or make any loan or advance other Rights to acquire, any such shares or other securitiesthan in the ordinary course of business consistent with past practice; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock; make, reclassify declare or take similar action with respect pay any dividend other than the continuation of the Company's regular semi-annual cash dividend not to exceed $0.1525 per share and a pro rata dividend prior to the Closing for any time period for which the Company's stockholders would not be entitled to receive a dividend as holders of its capital stock Purchaser Common Stock, or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem repurchase or otherwise acquire, any shares of its capital stock or any rights, warrants securities or options to acquireobligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock or issue any additional shares of capital stock except upon exercise of Company Stock Options outstanding on the date hereof, or any securities or obligations convertible into, such into or exchangeable for any shares of its capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or propertiesother entity, other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives past practices, including, without limitation, sales of Small Business Administration loans, FMHA loans and policies as publicly disclosed, mortgages in the secondary mortgage market or (ii) encumbrances required pursuant to secure Permitted Indebtedness contracts or agreements in force at the date of SLIC or any of its Consolidated Subsidiariesthis Agreement; (d) acquire except for transactions in the ordinary course of business, make any material investment either by purchase of stock or agree securities, contributions to acquire all capital, property transfers, or purchases of any portion of the assets, business property or properties assets of any other Personindividual, whether by mergercorporation or other entity, consolidationother than a wholly owned Subsidiary thereof, purchase or otherwise or make any other investments, in excess of $100,000; (e) except in a transaction conducted for transactions in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter past practice, enter into or the SLIC Bylaws terminate any material contract or agreement, or make any other governing documents or similar governing documents of change in any of SLIC’s Consolidated Subsidiariesits material leases or contracts, other than renewals of contracts and leases without material adverse changes of terms; (f) implement increase in any manner the compensation or adopt fringe benefits of any material change in of its Tax employees or financial accounting principles, practices pay any pension or methods, other than as retirement allowance not required by applicable Lawany existing plan or agreement to any such employees, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to to, amend or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect itself to any Previously Disclosed financing arrangements existing as pension, retirement, profit-sharing, stock option, stock purchase, savings, bonus, deferred compensation, consulting, bonus or other employee benefit, incentive or welfare contract, plan or agreement or employment agreement with or for the benefit of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return employee other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke accelerate the vesting of any material Tax election; stock options or settle or compromise any material Tax liability or refundother stock-based compensation; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (pg) settle any Proceeding against itclaim, action or proceeding involving money damages, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultpractice; (qh) change its lending, investment, asset liability management, litigation, real estate valuation or other than material banking policies in the ordinary course of business consistent with SLIC’s investment objectives any material respect except as may be required by appropriate regulators or changes in applicable law and policies as publicly disclosed, regulations. (i) pay, discharge amend its charter or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtednessits by-laws; (rj) except as otherwise expressly contemplated by this Agreementtake any action that is reasonably likely to have a material adverse effect on the financial condition, merge results of operations or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan business of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreementsthe Company; or (tk) agree to take, make issue any commitment to take, options or adopt any resolutions of warrants between the SLIC Board authorizing, any of date hereof and the actions prohibited by this Section 6.2Closing.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC CCB Disclosure Schedule or the NCBC Disclosure Schedule, SLIC shall notas the case may be, and, except as expressly contemplated or permitted by this Agreement or the Option Agreements, neither CCB nor NCBC shall, and neither CCB nor NCBC shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldother party to this Agreement: (a) other than pursuant in the ordinary course of business, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to capital calls with respect refinance short-term indebtedness and indebtedness of NCBC or any of its wholly-owned Subsidiaries to NCBC or any of its Subsidiaries, on the SLIC Subscription Agreements, issue, deliver, sell or grantone hand, or encumber of CCB or pledgeany of its Subsidiaries to CCB or any of its wholly-owned Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or authorize make any loan or advance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include, without limitation, the creation of (i) any shares deposit liabilities, purchases of its capital stockFederal funds, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible sales of certificates of deposit and entering into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securitiesrepurchase agreements); (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock; (ii) make, reclassify declare or take similar action with respect to pay any of its capital stock dividend, or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rightssecurities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (A) in the case of NCBC, warrants or options to acquirefor regular quarterly cash dividends at a rate not in excess of $.105 per share of NCBC Common Stock, or securities convertible into(B) in the case of CCB, such capital stock; for regular quarterly cash dividends on CCB Common Stock at a rate not in excess of $.31 per share of CCB Common Stock, and (cC) sell, transfer, lease, mortgage, encumber or otherwise dispose of dividends paid by any of its assets the Subsidiaries of each of CCB and NCBC to CCB or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC NCBC or any of its Consolidated their Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Personrespectively, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than dividends paid in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke by any material Tax election; or settle or compromise any material Tax liability or refund; subsidiaries (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify whether or not be subject to taxation as a RIC; (mwholly-owned) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any each of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives CCB and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SECNCBC); (niii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior (A) pursuant to the date of this NCBC Stock Plans, the CCB Stock Plans or the CCB Rights Agreement; (o) other than in , as the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedcase may be, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractice, in an amount not in excess or (B) the conversion of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC employee or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required director stock options pursuant to the terms of outstanding debt as in effect as consummation of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly transactions contemplated by this the Piedmont Merger Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During Except as set forth on Schedule 4.02 or as otherwise contemplated by this Agreement, during the period from the date of this Agreement until to the earlier of the First Effective Time and the dateTime, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC Seller shall not, not and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldBuyer: (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than pursuant dividends from a Subsidiary of Seller to capital calls Seller or another Subsidiary of Seller), except that Seller may (i) declare and pay cash dividends on the Seller Common Stock of not more than $.17 per share per quarterly period and (ii) declare and pay cash dividends on Seller Preferred Stock of not more than $.8125 per share per quarterly period; provided, that the parties agree to consult with respect to the SLIC Subscription Agreements, issue, deliver, sell last quarterly dividend of Seller payable prior to the Effective Time with the object of assuring that the shareholders of Seller do not receive a shortfall or grant, or encumber or pledge, or authorize a premium based on the creation record and payment dates of (i) any shares their last dividend prior to the Merger and the record and payment dates of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;the first dividend of Buyer following the Merger; or (b) (i) makeenter into or amend any employment, authorize, declare, pay severance or set aside similar agreement or arrangement with any dividend in respect ofdirector or of- ficer or employee, or declare materially modify any of the Seller Employee Plans or make grant any distribution on, salary or wage increase or ma- terially increase any shares of its capital stockemployee benefit (including incentive or bonus payments), except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions normal individual increases in compensation to employees consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquirepractice, or securities convertible into, such capital stock;as required by law or contract; or (c) sellauthorize, transferrecommend (subject to the fiduciary duties of Seller's Board of Directors, lease, mortgage, encumber or otherwise dispose based upon written advice of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required counsel to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any actionSeller, which action or failure to act counsel is reasonably likely acceptable to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SECBuyer); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete authorize, so recommend or partial liquidationpropose, dissolution, restructuring, recapitalization or other reorganization; (s) enter into an agree- ment in principle with respect to, any new SLIC Subscription Agreementsmerger, consolida- tion or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securi- ties or any release or relinquishment of any material con- tract rights; or (td) agree to take, make any commitment to take, propose or adopt any resolutions amendments to its articles of incorporation, association or other charter document or bylaws; or (e) issue, sell, grant, confer or award any of its Equity Securities (except that Seller may (i) issue shares of Seller Common Stock upon exercise of Seller Stock Op- tions outstanding on the SLIC Board authorizingdate of this Agreement, (ii) issue shares of Seller Common Stock upon the conversion of Seller Preferred Stock, (iii) issue shares of Seller Common Stock as contemplated by the Seller's Supplemental Pension Plan, or (iv) issue shares of Seller Common Stock pursuant to the Seller's dividend reinvestment plan) or effect any stock split or adjust, combine, reclassify or otherwise change its capitalization as it existed on the date of this Agree- ment; or (f) purchase, redeem, retire, repurchase, or ex- change, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the actions prohibited terms of such Equity Securities or otherwise; pro- vided, however, that Seller shall be permitted to purchase up to 6,973,380 shares of Seller Common Stock (as contem- plated by Section 5.17) at a purchase price per share not to exceed $22.00 per share; or (i) without first consulting with Buyer, enter into, renew or increase any loan or credit commitment (in- cluding stand-by letters of credit) to, or invest or agree to invest in any person or entity or modify any of the ma- terial provisions or renew or otherwise extend the maturity date of any existing loan or credit commitment (col- lectively, "Lend to") in an amount in excess of (A) $500,000 in respect of commercial transactions, including commercial real estate transactions ("Commercial Transac- tions") and (B) $1,000,000 in respect of residential real estate transactions, or in an amount which, or when ag- gregated with any and all loans or credit commitments to such person or entity, would be in excess of (A) $500,000 in respect of commercial transactions, including Commercial Transactions and (B) $1,000,000 in respect of residential real estate transactions; (ii) without first obtaining the written consent of Buyer, lend to any person or entity in an amount in excess of $750,000 in respect of Commercial Transactions or in an amount which, when aggregated with any and all loans or credit commitments to such person or entity, would be in excess of $750,000 in respect of Com- mercial Transactions; (iii) Lend to any person other than in accordance with lending policies as in effect on the date hereof; provided that in the case of clauses (ii) and (iii) Seller or any Seller Subsidiary may make any such loan in the event (A) Seller or any Seller Subsidiary has delivered to Buyer or its designated representative a no- ▇▇▇▇ of its intention to make such loan and such informa- tion as Buyer or its designated representative may reason- ably require in respect thereof and (B) Buyer or its desig- nated representative shall not have reasonably objected to such loan by giving written or facsimile notice of such objection within two business days following the delivery to Buyer of the notice of intention and information as aforesaid; or (iv) Lend to any person or entity any of the loans or other extensions of credit to which or investments in which are on a "watch list" or similar internal report of Seller or any Seller Subsidiary (except those denoted "pass" thereon), in an amount in excess of $250,000; pro- vided, however, that nothing in this paragraph shall pro- hibit Seller or any Seller Subsidiary from honoring any contractual obligation in existence on the date of this Agreement. Notwithstanding the provisions of clauses (i) and (ii) of this Section 6.2.4.02(g), Seller shall be autho- rized without first consulting with Buyer or obtaining Buyer's prior written consent, to increase the aggregate amount of any credit facilities theretofore established in favor of any person or entity (each a "Pre-Existing Facil- ity"), provided that the aggregate amount of any and all such increases with respect to any Pre-Existing Facility shall not without Buyer's prior written consent, which con- sent shall not be unreasonably withheld or delayed, be in excess of the lesser of five percent (5%) of such Pre- Existing Facility or $25,000; or; (h) directly or indirectly (including through its officers, directors, employees or other representatives) initiate, solicit or encourage any discussions, inquiries or proposals with any third party relating to the disposi- tion of any significant portion of the business or assets of Seller or any Seller Subsidiary or the acquisition of Equity Securities of Seller or any Seller Subsidiary or the

Forbearances. During the period from the date of this Agreement Signing Date until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by LawLaw or a Governmental Entity, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC BCIC Disclosure Schedule or the TCPC Disclosure Schedule, SLIC as applicable, and acting in a manner consistent with Section 6.1, each of BCIC and TCPC shall not, and shall not permit any of its their respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF the TCPC Special Committee (including in the consent case of a majority BCIC) and the BCIC Special Committee (in the case of TCPC) (in the Independent Directors case of PIF)each special committee, which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) other Other than pursuant to capital calls with respect to the SLIC Subscription AgreementsBCIC dividend reinvestment plan, as in effect as of the Signing Date, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC BCIC Voting Debt or TCPC Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions payable on a quarterly basis consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, including to the extent such party reasonably determines to declare any such dividends or distributions prior to its fiscal year end, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party, or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock; or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed, disclosed or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;Subsidiaries outstanding as of the Signing Date pursuant to the terms of such Indebtedness as in effect as of the Signing Date. (d) Except for the Merger, acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC Charter BCIC Certificate or the SLIC BCIC Bylaws (in the case of BCIC) or the TCPC Certificate or the TCPC Bylaws (in the case of TCPC) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to to, (i) materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that Transactions or (ii) prevent the foregoing shall not preclude SLIC Merger from declaring or paying any qualifying for the Intended Tax Dividend on or before the Closing Date;Treatment. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement Signing Date and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed;. (k) file (i) File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractice; (ii) make, change or revoke any material Tax election; or (iii) settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than (i) the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly discloseddisclosed or as permitted by Section 6.2(i), enter into any Contract that would otherwise constitute an SLIC a BCIC Material Contract Contract, in the case of BCIC, or a TCPC Material Contract, in the case of TCPC, had it been entered into prior to the date of this Agreement;Signing Date. (o) other Other than (i) in connection with the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC BCIC Material Contract;, in the case of BCIC, or TCPC Material Contract, in the case of TCPC (other than any BCIC Material Contract or TCPC Material Contract, as applicable, related to Permitted Indebtedness). (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); , (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFTCPC, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; . (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) payPay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness Signing Date or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2Indebtedness.

Forbearances. During Except as set forth in this Section 5.2 or ------------ in Section 5.2 of the HFP Schedule, or as otherwise expressly contemplated or permitted by this Agreement or the Option Agreement, during the period from the date of this Agreement until to the earlier of the First Effective Time and the dateTime, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC HFP shall not, not and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF ▇▇▇▇▇▇ (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) declare, set aside or pay any dividends or other than pursuant to capital calls with distributions, directly or indirectly, in respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, stock (ii) any SLIC Voting Debt other than dividends from a wholly-owned Subsidiary of HFP to HFP or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securitiesanother wholly-owned Subsidiary of HFP); (b) enter into or amend any collective bargaining agreement or employment, severance or similar agreement or arrangement with any director or officer or employee or modify any of the HFP Benefit Plans or institute any new HFP Benefit Plans or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) make, authorize, declare, pay normal individual increases in compensation or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions bonuses to employees consistent with past practices practice and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend timing or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify as required by law or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stockcontract; (c) sellauthorize, transferrecommend, leasepropose, mortgageor announce an intention to authorize, encumber recommend or otherwise dispose propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a business that would be material to HFP or a material amount of assets, including loan servicing rights, loans or securities as well as any release or relinquishment of any of its assets material contract rights provided, however, that the foregoing shall not prohibit internal reorganizations or properties, except consolidations involving existing Subsidiaries; (d) other than for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions transactions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedpast practice, enter into any material contract or agreement, or (ii) encumbrances required modify any Contract or Financing Document in a manner adverse to secure Permitted Indebtedness of SLIC HFP or any of its Consolidated Subsidiaries; (de) acquire sell, transfer, convey, assign, mortgage or agree to acquire all pledge any of its properties or any portion assets involving amounts in excess of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments$100,000, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiariespast practice; (f) settle any material claim, action or proceeding against HFP or any of its Subsidiaries involving money damages in excess of $100,000, except in the ordinary course of business consistent with past practice; (g) initiate any litigation or arbitration proceeding, except in the ordinary course of business; (h) propose or adopt any amendments to the HFP Charter or HFP Bylaws, or the charter or bylaws of any Subsidiary; (i) issue, sell, grant, confer or award any of its capital securities or any debt securities having the right to vote on matters on which stockholders may vote, or rights to acquire such securities, or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its capital securities, whether pursuant to the terms of such capital securities or otherwise (except for (i) shares of HFP Common Stock issued upon exercise of options outstanding on the date of this Agreement or issued in accordance with this paragraph (i), (ii) pursuant to the Option Agreement, (iii) any transactions between HFP and a Subsidiary, (iv) in accordance with the HFP Stock Plans consistent with past practice, or (v) as grants of options to purchase HFP Common Stock to new employees, consistent with past hiring practices, provided that the number of shares subject to such options shall not exceed 20,000 for any individual or 100,000 in the aggregate) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it exists on the date of this Agreement; (j) other than for transactions in the ordinary course of business and transactions with HFP REIT on arms-length terms, pay, loan or advance (other than the payment of compensation) any amount to, or sell or transfer any properties or assets to, or enter into any agreement or arrangement with any officer, director or any affiliate or any employee or consultant; (k) except as permitted by Section 6.13 hereof, directly or indirectly initiate, solicit, encourage or otherwise facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer with respect to a tender offer, merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of a significant portion of the assets or voting securities of, HFP and its Subsidiaries; (l) take any action that would (i) adversely affect, impede or delay in any material respect the consummation of the transactions contemplated by this Agreement and the Option Agreement or the ability of ▇▇▇▇▇▇ or HFP to obtain any approval of any Federal, state, municipal, local or foreign government, securities, banking, savings and loan, insurance and other governmental or regulatory authority (each a "Regulatory Authority" and collectively, "Regulatory Authorities") required for the transactions contemplated by this Agreement and the Option Agreement or to perform its covenants and agreements under this Agreement and the Option Agreement, or (ii) prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; (m) other than indebtedness of up to $1,000,000 and use of credit available under existing lines of credit (as set forth in Section 3.14 of the HFP Schedule), incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of HFP or any of its wholly-owned Subsidiaries to HFP or any of its wholly-owned Subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other entity; (n) except in the ordinary course of business through the exercise of remedies available under applicable Financing Documents and upon consultation with ▇▇▇▇▇▇, acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership, limited liability company or other business organization or division thereof or enter into or acquire any interest in any Joint Venture; (o) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as may be required by applicable Law, GAAP, the SEC GAAP or applicable regulatory requirementsguidelines; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (np) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedbusiness, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice practice, modify its credit criteria and SLIC’s investment objectives and policies as publicly disclosed, practices in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultrespect; (q) other than in fail to use commercially reasonable efforts to maintain any license required for the ordinary course conduct of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtednessits business; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate fail to use commercially reasonable efforts to continue to collect its accounts receivable and loan payments consistent with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationpast practices; (s) enter into make any new SLIC Subscription Agreementscommitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $250,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (t) settle or compromise any material liability for Taxes, or file any material Tax Return; (u) take or omit to take any action that is reasonably likely to result in a breach of any contract, commitment or obligation if the result would, individually or in the aggregate, have a HFP Material Adverse Effect; (v) acquire, or agree to acquire, in a single transaction or in a series of related transactions, any business or assets (other than materials and supplies purchased in the ordinary course, consistent with past practice or in connection with a foreclosure); or (tw) agree in writing or otherwise to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.2foregoing actions.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, except as may be required by LawLaw or a Governmental Entity, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 6.02 of the SLIC OTF II Disclosure Schedule or Section 6.02 of the OTF Disclosure Schedule, SLIC shall notas applicable, neither OTF II or OTF shall, and neither shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF OTF II or OTF, as applicable (including and the consent of a majority the OTF II Special Committee, in the case of OTF II, and the consent of the Independent Directors OTF Special Committee, in the case of PIFOTF), which prior written consent shall not be unreasonably delayed, conditioned or withheld: (a) other Other than pursuant to capital calls with respect made pursuant to the SLIC terms of OTF II Subscription AgreementsAgreements effective on or prior to the date of this Agreement or such party’s dividend reinvestment plan as in effect as of the date of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC OTF II Voting Debt or OTF Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) with respect to OTF II, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC OTF II Charter or the SLIC OTF II Bylaws (in the case of OTF II) or the OTF Charter or the OTF Bylaws (in the case of OTF) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC OTF II from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed;. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC OTF II Material Contract or OTF Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC OTF II Material Contract or OTF Material Contract;, as applicable. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFOTF, OTF II, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC OTF II Board or the OTF Board, as applicable, authorizing, any of the actions prohibited by this Section 6.26.02.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, except as may be required by LawLaw or a Governmental Entity, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC Company Disclosure Schedule, SLIC Company shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF Buyer (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares units of its capital stocklimited liability company interests, shares or other equity interests, (ii) any SLIC Company Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions payable on a quarterly basis consistent with past practices and SLICCompany’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any cash dividend or distribution necessary for such party Company to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICCompany, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC Company to SLIC Company or another direct or indirect wholly owned Consolidated Subsidiary of SLIC Company, or (D) a Tax Portfolio Dividend; provided that any such dividend or distribution pursuant to clauses (A), (C) and (D) shall only be made, authorized, declared, paid or set aside if (1) if declared and paid in cash prior to the Determination Date and (2) if following the payment thereof, Company has sufficient cash remaining on hand on the Closing Date to enable it to make payment of the Transaction Expenses; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter Company Certificate, the Company LLC Agreement or the SLIC Bylaws or any other governing documents Organizational Documents or similar governing documents Organizational Documents of any of SLIC’s its Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (ji) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedbusiness; (kj) file or amend any income or other material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractice; make, change or revoke any material Tax election; change any accounting period or method with respect to Taxes; enter into any closing agreement; or settle or compromise any material Tax liability or refund; request or surrender any right to claim a refund of Taxes; request any ruling with respect to Taxes; consent to any extension or waiver of the limitation period applicable to any Taxes of Company or any of its subsidiaries; (lk) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC the Company (i) to fail to qualify or not be subject to taxation tax as a RICRIC for its current taxable year and any other taxable year that includes the Closing Date or (ii) to become liable for material U.S. federal income tax under Code Section 4982; (ml) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC Company or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICCompany’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (nm) other than in the ordinary course of business consistent with SLICpast practice and Company’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC a Company Material Contract had it been entered into prior to the date of this Agreement; (on) other than in the ordinary course of business consistent with SLICpast practice and Company’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, material change in or material waiver under any SLIC Company Material Contract; (po) settle any Proceeding against itCompany, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICCompany’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC Company or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFBuyer, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (qp) other than in the ordinary course of business and consistent with SLICCompany’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of Company or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtednessIndebtedness; (rq) except as otherwise expressly contemplated by this Agreement, merge or consolidate Company or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into reorganization of Company or any new SLIC Subscription Agreementsof its Consolidated Subsidiaries; or (tr) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Company Board authorizing, any of the actions prohibited by this Section 6.25.2.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Lawset forth in the ANTEC Disclosure Schedules or the TSX Disclosure Schedules, as required the case may be, or, except as expressly contemplated or expressly permitted by this Agreement, as Previously Disclosed neither ANTEC nor TSX shall, or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall not, and shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldother: (a) other than pursuant to capital calls in the ordinary course of business consistent with respect to the SLIC Subscription Agreementspast practice, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) incur any shares indebtedness for borrowed money (other than pursuant to existing lines of its capital stockcredit or short-term indebtedness incurred in the ordinary course of business consistent with past practice, indebtedness of ANTEC to any of the ANTEC Subsidiaries or of any of the ANTEC Subsidiaries to ANTEC, or indebtedness of TSX to any of the TSX Subsidiaries or of any of the TSX Subsidiaries to TSX, as the case may be) (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any SLIC Voting Debt other individual, corporation or other voting securities entity, or (iii) make any securities convertible into loan or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securitiesadvance; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock, reclassify (ii) make, declare or take similar action with respect to pay any of its capital stock dividend or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rightssecurities or obligations convertible into or exchangeable for any shares of its capital stock, (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, or (iv) issue any additional shares of capital stock except pursuant to the exercise of stock options or warrants outstanding as of the date hereof, including the 117,656 stock options reflected in Schedule 3.2 to the TSX Disclosure Schedules, except that (y) in January 1997, consistent with its prior practices, ANTEC may grant stock options, SAR or other benefits to employees of ANTEC pursuant to any ANTEC employee stock option or other benefit plan, and (z) provided that Tele- Communications, Inc. waives its preemptive rights with respect thereto in the event the Merger is consummated, from time to time TSX may in the ordinary course of business grant each supervisory (or more senior) employee hired subsequently to the date hereof, under its Long-Term Incentive Compensation Program, stock options to acquirepurchase up to 5,000 shares of TSX Common Stock, or securities convertible into, such capital stock;but not in excess of 40,000 in the aggregate. (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or propertiesother entity other than a Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, past practice or (ii) encumbrances required pursuant to secure Permitted Indebtedness contracts or agreements in force at the date of SLIC or any of its Consolidated Subsidiariesthis Agreement; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted for transactions in the ordinary course of business consistent with such party’s past practice or pursuant to contracts or agreements in force at the date of this Agreement, make any material investment objectives and policies as publicly disclosedeither by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a Subsidiary thereof or any existing joint venture; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into transactions in the ordinary course of business consistent with SLIC’s investment objectives past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and policies as publicly disclosedleases without material adverse changes of terms; (kf) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies practice, increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, except that ANTEC may adopt and, if it deems appropriate, submit for stockholder approval a new stock option or other stock based incentive plan or may increase the number of shares or interests issuable under existing plans. Without by implication limiting the foregoing, no payments other than as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refundset forth in Schedule 3.18 of the TSX Disclosure Schedules shall be made with respect to officers of TSX; (lg) take accelerate the vesting of any action, stock options or knowingly fail to take other stock-based compensation or any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RICother compensation related benefits; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (ph) settle any Proceeding against itclaim, action or proceeding involving money damages, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultpractice; (qi) other than in take any action that would prevent or impede the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, Merger from qualifying (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms "pooling of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness interests" accounting treatment or (ii) cancel any material indebtednessas a reorganization within the meaning of Section 368 of the Code; (rj) amend its certificate of incorporation or articles of incorporation, as the case may be, or its bylaws, except as otherwise expressly contemplated by that ANTEC may increase its number of authorized shares of ANTEC Common Stock; (k) take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Personexcept, or adoptin every case, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreementsas may be required by applicable law; or (tl) agree to taketo, or make any commitment to taketo, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.25.2.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which or earlier termination of this Agreement is terminated pursuant to Section 9.1Agreement, except as may be required by Law, as required expressly contemplated or expressly permitted by this Agreement, as Previously Disclosed or Agreement (including as set forth in Section 6.2 of the SLIC Hexcel Disclosure Schedule or the ▇▇▇▇▇▇▇▇ Disclosure Schedule, SLIC shall not) neither Hexcel nor ▇▇▇▇▇▇▇▇ shall, and neither Hexcel nor ▇▇▇▇▇▇▇▇ shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party to this Agreement (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) incur, assume, guarantee or become liable for any indebtedness for borrowed money, other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stockintercompany indebtedness, (ii) borrowings in the ordinary course under any SLIC Voting Debt revolving credit facility, settlement facility, commercial paper program, corporate credit facility or other voting securities line of credit, in each case existing on the date of this Agreement up to the amount committed thereunder on the date of this Agreement (or any amendment or replacement thereof, in each case, so long as the amount of borrowings under such amended or replaced facility or program is not greater than the committed amount of such facility or program on the date of this Agreement and the amendment or replacement contains customary commercial terms consistent in all material respects with the existing facility, and that such facility or program does not delay or impair the ability of the applicable party from consummating the transactions contemplated hereby and is prepayable without additional interest or penalty), (iii) guarantees by Hexcel or any securities convertible into direct or exercisable or exchangeable for, indirect wholly owned Hexcel Subsidiary of indebtedness of Hexcel or any other Rights direct or indirect wholly owned Hexcel Subsidiary, (iv) guarantees by ▇▇▇▇▇▇▇▇ or any direct or indirect wholly owned ▇▇▇▇▇▇▇▇ Subsidiary of indebtedness of ▇▇▇▇▇▇▇▇ or any other direct or indirect wholly owned ▇▇▇▇▇▇▇▇ Subsidiary, (v) any indebtedness incurred to acquirerefinance, roll-over, replace or renew any indebtedness existing on the date of this Agreement, so long as, in each case, (1) the principal amount of such shares refinancing, roll-over, replacement or renewed indebtedness is not greater than the principal amount of the indebtedness being refinanced, rolled-over, replaced or renewed (plus accrued interest, and a reasonable amount of premium, fees and expenses incurred in connection with such refinancing) and (2) such indebtedness is on customary commercial terms consistent in all material respects with the indebtedness being refinanced, rolled-over, replaced or renewed, including that such facility or program does not delay or impair the ability of the applicable party from consummating the transactions contemplated hereby and is prepayable without additional interest or penalty, (vi) indebtedness incurred in respect of letters of credit, performance bonds, surety bonds, appeal bonds or other securitiessimilar arrangements in the ordinary course, (vii) capital lease, purchase money or equipment financing arrangements entered into in the ordinary course of business, (viii) indebtedness arising from customary cash management and treasury services and the honoring of checks, drafts or similar instruments against insufficient funds or from the endorsement of instruments for collection, in each case, in the ordinary course of business, (ix) interest, exchange rate and commodity swaps, options, futures, forward contracts and similar derivatives or other hedging contracts (1) not entered for speculative purposes and (2) entered into in the ordinary course consistent with past practice and in compliance with its risk management and hedging policies or practices in effect on the date of this Agreement and (x) other indebtedness incurred by mutual agreement of Hexcel and ▇▇▇▇▇▇▇▇ in accordance with Section 6.17; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, combine or reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, as expressly contemplated or permitted by this Agreement, the Settlement Agreement, or the Fee Letters, as required by applicable law, rule or regulation, during the period from the date of this Agreement until to the earlier of the First Effective Time and the dateTime, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall notneither Parent nor Subject Company shall, and neither Parent nor Subject Company shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldother: (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock; make, reclassify declare or take similar action with respect to pay any of its capital stock dividend or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rights, warrants securities or options to acquireobligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock (except for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by each of Subject Company and Parent, as the case may be, as such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and Parent Preferred Stock, for regular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities convertible intoand except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, such respectively, and except for the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stockstock except pursuant to (A) the exercise of stock options outstanding as of the date hereof or issued after the date hereof in a manner consistent with past practice, (B) the award of restricted shares of Subject Company Common Stock in a manner consistent with past practice, (C) the vesting of Performance Units outstanding as of the date hereof pursuant to Subject Company Stock Option Plans, (D) the Subject Company Rights Agreement, and (E) acquisitions and investments permitted by paragraph (c) hereof; (cb) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or propertiesother entity other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case that is material to such party, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; makepractice, change (ii) pursuant to contracts or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies agreements in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to force at the date of this AgreementAgreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to the other party; (oc) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled transactions in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractice, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); or (ii) would acquisitions of an entity or business having assets not impose exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material restriction on the conduct acquisition or investment either by purchase of business stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of SLIC any property or assets of any of its Consolidated Subsidiaries orother individual, after the First Effective Time, PIF, the Surviving Company corporation or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultother entity other than a wholly owned Subsidiary thereof; (qd) other than except for transactions in the ordinary course of business consistent with SLIC’s investment objectives past practice, enter into or terminate any contract or agreement, or make any change in any of its leases or contracts, in each case that is material to such party, other than renewals of contracts and policies as publicly disclosed, leases without materially adverse changes of terms thereof; (e) other than (i) payin the ordinary course of business consistent with past practice, discharge or satisfy (ii) in an aggregate amount not exceeding $10 million, increase in any Indebtedness material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any material pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for borrowed moneythe benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (f) authorize or permit any of its officers, other than directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the paymentmaking of any proposal which constitutes, discharge a Takeover Proposal (as defined below), or satisfaction required pursuant recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a Takeover Proposal, provided, however, that each of Parent and Subject Company may, and may authorize and permit its officers, directors, employees or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement a Takeover Proposal, recommend or endorse any Takeover Proposal with or by any third party, and participate in discussions and negotiations with any third party relating to any Takeover Proposal, if such party's Board of Directors, after having consulted with and considered the terms advice of outstanding debt as outside counsel, has reasonably determined in effect as good faith that the failure to do so would cause the members of such Board of Directors to breach their fiduciary duties under applicable law. Subject Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Parent with respect to any of the foregoing. Each party shall immediately advise the other following the receipt by it of any Takeover Proposal and the details thereof, and advise the other of any developments with respect to such Takeover Proposal immediately upon the occurrence thereof. As used in this Agreement, "Takeover Proposal" shall mean, with respect to any person, any tender or exchange offer, proposal for a merger, consolidation or other Permitted Indebtedness business combination involving Subject Company or (ii) cancel Parent or any material indebtedness; (r) except as otherwise expressly of their respective Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets of, Subject Company or Parent or any of their respective Subsidiaries other than the transactions contemplated or permitted by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, except as may be required by LawLaw or a Governmental Entity, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 6.02 of the SLIC OBDE Disclosure Schedule or Section 6.02 of the OBDC Disclosure Schedule, SLIC shall notas applicable, neither OBDE or OBDC shall, and neither shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF OBDE or OBDC, as applicable (including and the consent of a majority the OBDE Special Committee, in the case of OBDE, and the consent of the Independent Directors OBDC Special Committee, in the case of PIFOBDC), which prior written consent shall not be unreasonably delayed, conditioned or withheld: (a) other Other than pursuant to capital calls with respect to such party’s dividend reinvestment plan as in effect as of the SLIC Subscription Agreementsdate of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC OBDE Voting Debt or OBDC Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) with respect to OBDE, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC OBDE Charter or the SLIC OBDE Bylaws (in the case of OBDE) or the OBDC Charter or the OBDC Bylaws (in the case of OBDC) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC OBDE from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed;. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC OBDE Material Contract or OBDC Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC OBDE Material Contract or OBDC Material Contract;, as applicable. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFOBDC, OBDE, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC OBDE Board or the OBDC Board, as applicable, authorizing, any of the actions prohibited by this Section 6.26.02.

Forbearances. During Without limiting the generality of Section 5.1 above, during the period from the date of this Original Agreement until Date to the earlier of the First Dex Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Lawset forth in Section 5.2 of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable, as required by applicable Law, or as expressly contemplated or permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall notneither SuperMedia nor Dex shall, and neither SuperMedia nor Dex shall not permit any of its Consolidated Subsidiaries SuperMedia Subsidiary or Dex Subsidiary, as applicable, to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF)Dex or SuperMedia, as applicable, which prior written consent shall not be unreasonably delayedwithheld, conditioned delayed or withheldconditioned: (a) (i) other than pursuant dividends and distributions by a direct or indirect Subsidiary to capital calls such Party or to any direct or indirect wholly owned Subsidiary of such Party, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the SLIC Subscription Agreementsvoting of, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) split, combine or reclassify any SLIC Voting Debt of its capital stock or any other voting securities or of its securities, (iii) except as described in Section 2.6(d) or 2.7(e), accelerate the vesting of any options, warrants or other rights of any kind to acquire shares of capital stock or (iv) purchase, redeem or otherwise acquire any shares of its capital stock or other securities convertible into or exercisable or exchangeable forany of its Subsidiaries, or any other Rights rights, warrants or options to acquire, acquire any such shares or other securitiessecurities (other than the withholding of shares of common stock to satisfy the exercise price or Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units or stock appreciation rights, in each case that are outstanding as of the Original Agreement Date in accordance with their terms and such Party’s practices as of the Original Agreement Date); (b) (i) makeissue, authorizedeliver, declaresell, pay pledge or set aside otherwise encumber or subject to any dividend in respect of, or declare or make any distribution on, Lien any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect ofvoting securities, in lieu of or in substitution for including any restricted shares of its capital stock common stock, or (iii) purchaseany securities convertible into, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, any such shares, voting securities or securities convertible intosecurities, such capital stockincluding any stock options and unit awards (other than the issuance of its common stock upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the Original Agreement Date in accordance with their terms, and other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan)); (c) sellamend its certificate of incorporation, transfer, lease, mortgage, encumber bylaws or otherwise dispose other comparable organizational documents or the organizational documents of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all by merging or consolidating with, or by purchasing any assets or any portion of the equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, business except for acquisitions of inventory or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted similar assets in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactionspast practice; provided, however, that the foregoing shall not preclude SLIC from declaring prohibit internal reorganizations or paying any Tax Dividend on or before the Closing Dateconsolidations; (ie) incur sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Liens in connection with any Indebtedness for borrowed money permitted under Section 5.2(f)), or guarantee any Indebtedness otherwise dispose of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date its properties or assets (including capital stock in any of this Agreement and obligations to fund commitments to portfolio companies entered into its Subsidiaries) or create any security interest in the ordinary course of business and (ii) Permitted Indebtedness; (j) make such assets or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return properties other than in the ordinary course of business consistent with past practice, or (ii) except as contemplated in the SuperMedia Financing Amendments or the Dex Financing Amendments, any SuperMedia IP owned by SuperMedia or the SuperMedia Subsidiaries or any Dex IP owned by Dex or the Dex Subsidiaries, as applicable, except for non-exclusive licenses of Intellectual Property made in the ordinary course of business consistent with past practice; (f) except for borrowings under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of such Party or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less favorable, in the aggregate, than existing credit facilities, and as they may be so renewed, extended or replaced) that are incurred in the ordinary course of business consistent with past practice, or for borrowings or other lines of credit or refinancing of indebtedness outstanding on the Original Agreement Date in additional amounts not to exceed $5,000,000, or Indebtedness owed by any wholly owned Subsidiary to such Party or any other wholly owned Subsidiary of such Party, or as contemplated by Section 6.14, incur, redeem, prepay, defease, cancel, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than any of its wholly owned Subsidiaries), or make any loans or advances to any Person other than to its wholly owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice and SLIC’s or policy, in each case, in effect on the Original Agreement Date, except as required by changes in GAAP or regulatory accounting principles; (h) enter into any new line of business or change in any material respect the operating, asset liability, investment objectives and or risk management or other similar policies as publicly disclosed; of it or any of its Subsidiaries; (i) make any investment in or loan to any Person in excess of $5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment, loan or acquisition; (j) make, change or revoke any material Tax election; , change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of a material amount of Taxes; (k) except as expressly permitted by any other provision of this Section 5.2 or as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, amend, terminate or waive any material provision of any SuperMedia Material Contract, SuperMedia IP Contract, Dex Material Contract or Dex IP Contract, as applicable (the “Material Contracts”), or enter into or renew any agreement or contract or other binding obligation that is or, if it were on place as of the Original Agreement Date, would be a Material Contract (other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms); (l) make or incur, or enter into any Contract obligating such Party to incur, any capital or operating expenditures in excess of $5,000,000 in the aggregate, except for capital or operating expenditures contemplated in such party’s existing plan for annual capital or operating expenditures for 2012, which plan has been made available to the Other Party prior to the Original Agreement Date; (m) except as required by agreements or instruments in effect on the Original Agreement Date, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the Original Agreement Date; (n) except as required by the terms of SuperMedia Benefit Plans or SuperMedia Employment Agreements, or the terms of Dex Benefit Plans or Dex Employment Agreements, as applicable, as in effect on the Original Agreement Date or as required by applicable Law or as provided by this Agreement, (i) grant or pay to any current or former director, officer, employee or consultant of Dex or any Dex Subsidiary or SuperMedia or any SuperMedia Subsidiary any increase in compensation, except for salary or wage increases in the ordinary course of business consistent with past practice, (ii) grant, pay, promise to pay, or enter into any SuperMedia Benefit Plan or SuperMedia Employment Agreement or Dex Benefit Plan or Dex Employment Agreement (as applicable) to pay, to any current or former director, officer, employee, consultant or service provider of SuperMedia or any SuperMedia Subsidiary or Dex or Dex Subsidiary (as applicable) any severance or termination pay or any increase in severance or termination pay, (iii) increase the compensation or benefits provided under any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan or Dex Employment Agreement, (iv) enter into or modify the terms of any equity-based award granted under any SuperMedia Stock Plan or Dex Stock Plan, (v) make any discretionary contributions or payments with respect to any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan, or Dex Employment Agreement to any trust or other funding vehicle, other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan), (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of SuperMedia or any SuperMedia Subsidiary or Dex or any Dex Subsidiary or otherwise pay any amounts not due such individual, (vii) enter into any new or amend or modify any existing SuperMedia Employment Agreement or Dex Employment Agreement (or agreement that would be a SuperMedia Employment Agreement or Dex Employment Agreement if in effect on the Original Agreement Date), other than employment agreements for new hires with total compensation not to exceed $300,000, (viii) establish any new or amend or modify any existing SuperMedia Benefit Plans or Dex Benefit Plan (or plans that would be a SuperMedia Benefit Plan or Dex Benefit Plan if in effect on the Original Agreement Date) or (ix) establish, adopt or enter into any collective bargaining agreement other than a renewal of or successor to an existing collective bargaining agreement on terms no less favorable to SuperMedia or Dex (as applicable); (o) except as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, pay, discharge, settle or compromise any material Tax liability Action, other than any such payment, discharge, settlement or refundcompromise (i) in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate, and that does not create binding precedent for other pending or potential Actions, or (ii) pursuant to the terms of any Contract in effect on the Original Agreement Date (copies of which have been provided to the Other Party prior to the Original Agreement Date); (lp) take any action, or knowingly fail to take any actionaction within its control, which action or failure to act is would be reasonably likely expected to cause SLIC to fail to qualify or not be subject to taxation prevent the Mergers from qualifying as a RIC; (m“reorganization” within the meaning of Section 368(a) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultCode; (q) other than except in the ordinary course of reasonable business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as judgment of the date holder of this Agreement such Intellectual Property, let lapse, fail to maintain, abandon or other Permitted Indebtedness or (ii) cancel any material indebtednessapplied for, patented or registered SuperMedia IP owned by SuperMedia or any SuperMedia Subsidiary or any registered Dex IP owned by Dex or any Dex Subsidiary; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person adopt or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationreorganization of such Party or any of its Subsidiaries, other than pursuant to Section 6.17; (s) fail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (t) open any material new offices or facilities or relocate or close any material existing offices or facilities or implement any layoffs implicating the WARN Act, or file any application with any Governmental Entity to do any of the foregoing, except for openings, closings, relocations and layoffs in progress on the Original Agreement Date or planned on the Original Agreement Date and disclosed in Section 5.2(t) of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable; (u) except as required by applicable Law, convene any regular or special meeting (or any adjournment thereof) of the stockholders of SuperMedia or Dex, as applicable, other than the SuperMedia Stockholder Meeting or the Dex Stockholder Meeting, or enter into any new SLIC Subscription AgreementsContract, understanding or arrangement with respect to the voting of capital stock of SuperMedia or Dex; (v) take any action that is intended or is reasonably likely to result in any of the conditions to the Mergers set forth in Article VII not being satisfied or in a violation of any provision of this Agreement; or (tw) commit or agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited contemplated by this Section 6.2Sections 5.2(a) to (v) above.

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement until to the earlier Effective Time, Firstar shall not and shall not permit its Subsidiaries to, without the prior written consent of the First Effective Time Star (which consent shall not be unreasonably withheld), and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC Star shall not, not and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF Firstar (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than pursuant dividends from a wholly owned Subsidiary of such party to capital calls with respect to the SLIC Subscription Agreementssuch party or another wholly owned Subsidiary of such party), issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of except that (i) any shares Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of its capital stockthe date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;rate increase consistent with past practice); or (b) (i) makeexcept as disclosed on such party's Disclosure Schedule, authorizeenter into or amend any employment, declare, pay severance or set aside similar agreement or arrangement with any dividend in respect ofdirector or officer or employee or collective bargaining agreement, or declare or make materially modify any distribution on, any shares of its capital stockBenefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions normal individual increases in compensation to employees consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend practice or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify as required by law or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;contract; or (c) sellauthorize, transferrecommend, leasepropose, mortgageor announce an intention to authorize, encumber so recommend or otherwise dispose propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any of its assets or properties, material contract rights (except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary usual course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (iipast practices) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring prohibit internal reorganizations or paying any Tax Dividend on or before the Closing Date;consolidations involving existing Subsidiaries; or (id) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into transactions in the ordinary course of business consistent with SLIC’s investment objectives past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and policies as publicly disclosed;leases without material adverse changes of terms; or (ke) file or amend settle any material Tax Return claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; or (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) shares of Firstar Common Stock or Star Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) pursuant to the Option Agreements, (iii) any such transactions between a wholly-owned Subsidiary and its parent, (iv) in accordance with the Firstar and Star Stock Plans consistent with past practice, (v) as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or other entity other than as provided by this Agreement (and each party shall promptly notify the other of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the transactions contemplated by this Agreement and the Option Agreements or the ability of Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the First Step Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives other than indebtedness of up to $800 million incurred by Firstar and policies as publicly disclosed; makeits Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $10▇ ▇▇▇▇▇on aggregate principal amount of 7.15% Notes due September 1, change 2000, and indebtedness of up to $100 million under Firstar's bank facilities for liquidity purposes incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Star or revoke any material Tax election; of its wholly-owned Subsidiaries to Star or settle or compromise any material Tax liability or refund; (l) take any actionof its wholly-owned Subsidiaries, on the one hand, or knowingly fail of Firstar or any of its wholly-owned Subsidiaries to take Firstar or any actionof its wholly-owned Subsidiaries, which action on the other hand), assume, guarantee, endorse or failure to act is reasonably likely to cause SLIC to fail to qualify otherwise as an accommodation become responsible or not be subject to taxation as a RIC; (m) enter into liable for the obligations of any new line of business other individual, corporation or other entity (it being understood and agreed that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any incurrence of its Consolidated Subsidiaries has made or will make a debt or equity investment that is indebtedness in the ordinary course of business consistent with SLIC’s investment objectives shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and policies as publicly disclosed and is, would entering into repurchase agreements); or (k) implement or should be reflected in SLIC’s schedule of investments included adopt any change in its quarterly accounting principles, practices or annual periodic reports that are filed with the SEC);methods, other than as may be required by GAAP or regulatory guidelines; or (nl) other than the sale of up to $250 million of treasury securities by Firstar and its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew portfolio is classified or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect reported as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this the Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (tm) except as required by applicable law or regulation, (i) implement or adopt, any material change in its interest rate and other risk management policies, procedures or practices, (ii) fail to follow in any material respect its existing policies or practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; or (n) take any action or make any determination the effect of which would result in the transactions contemplated by this Agreement constituting or being deemed to be a "Change in Control" within the meaning of the Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan; or (o) agree in writing or otherwise to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.2foregoing actions.

Forbearances. During the period from the date of this Agreement until Execution Date to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Lawset forth in the DMGI Disclosure Schedule or the Orchard Disclosure Schedule, as required the case may be, and, except as expressly contemplated or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of neither DMGI nor the SLIC Disclosure Schedule, SLIC shall notOrchard shall, and neither DMGI nor the Orchard shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldother party to this Agreement: (a) incur any indebtedness for borrowed money (other than pursuant indebtedness of the Orchard or any of its Subsidiaries to capital calls the Orchard or any of its Subsidiaries, on the one hand, or of DMGI or any of its Subsidiaries to DMGI or any of its Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance; (i) other than with respect to the SLIC Subscription Agreementsa single possible reverse stock split, issuein a ratio ranging from one-for-two to one-for-five, deliver, sell or grant, or encumber or pledge, or authorize the creation of all DMGI Common Stock then issued and outstanding (i) and any shares of its capital DMGI Common Stock underlying any then outstanding preferred stock, (ii) any SLIC Voting Debt option, warrant convertible note or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (bsecurity) (i) makethe “Reverse Split”), authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock; (ii) make, reclassify declare or take similar action with respect to pay any of its capital stock dividend, or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, 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 exchangeable for any shares of its capital stock (except (A) dividends paid by any of the Subsidiaries of each of DMGI and the Orchard to DMGI or the Orchard or any of their wholly-owned Subsidiaries, respectively of each of DMGI and the Orchard, (B) the acceptance of shares of the Orchard Common Stock or DMGI Common Stock, as the case may be, as payment for the exercise price of stock options or for withholding taxes incurred in connection with the exercise of stock options or the vesting of restricted stock, in each case in accordance with past practice and the terms of the applicable award agreements and (C) pursuant to the DMGI Rights); (iii) grant any stock appreciation rights, warrants performance shares, restricted stock units or options to acquireother equity-based interests, or securities convertible intogrant any individual, such corporation or other entity any right to acquire any shares of its capital stock; or (iv) issue any additional shares of capital stock except pursuant to the exercise of stock options or warrants outstanding as of the Execution Date; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties or assets or propertiesto any individual, except for (i) sales, transfers, leases, mortgages, encumbrances corporation or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedentity other than a Subsidiary, or (ii) encumbrances required cancel, release or assign any indebtedness owed to secure Permitted Indebtedness of SLIC or from any such person or any of its Consolidated Subsidiaries; (d) acquire claims by or agree to acquire all or against any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companiesperson, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return case other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change practices or revoke any material Tax election; pursuant to contracts or settle or compromise any material Tax liability or refundagreements in force at the Execution Date; (ld) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled transactions in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractices or pursuant to contracts or agreements in force at the Execution Date or otherwise permitted by this Agreement, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose make any material restriction on the conduct investment either by purchase of business stock or securities, contributions to capital, property transfers, or purchase of SLIC any property or assets of any of its Consolidated Subsidiaries orother individual, after the First Effective Time, PIF, the Surviving Company corporation or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultother entity other than a Subsidiary thereof; (qe) other than except for transactions in the ordinary course of business consistent with SLIC’s investment objectives past practices, terminate, or waive any material provision of, any Orchard Contract or DMGI Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, or material lease or contract, other than normal renewals of contracts and policies leases without material adverse changes of terms with respect to the Orchard or DMGI, as publicly disclosedthe case may be; (f) increase in any manner the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee other than in the ordinary course of business, or accelerate the vesting of, or the lapsing of restrictions with respect to, any stock options or other stock-based compensation (except to the extent required under the terms of the applicable plan or related award agreement); (g) settle any material claim, action or proceeding, except in the ordinary course of business consistent with past practices; (h) knowingly take any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; (i) payamend its articles of incorporation, discharge its bylaws or satisfy comparable governing documents; (j) take any Indebtedness for borrowed moneyaction that is intended or expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (k) implement or adopt any change in its accounting principles, practices or methods, other than the payment, discharge or satisfaction as may be required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription AgreementsGAAP; or (tl) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizingits board of directors in support of, any of the actions prohibited by this Section 6.25.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.19.01, except as may be required by LawLaw or a Governmental Entity, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 6.02 of the SLIC OBDC II Disclosure Schedule or Section 6.02 of the OBDC Disclosure Schedule, SLIC shall notas applicable, neither OBDC II or OBDC shall, and neither shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF OBDC II or OBDC, as applicable (including and the consent of a majority the OBDC II Special Committee, in the case of OBDC II, and the consent of the Independent Directors OBDC Special Committee, in the case of PIFOBDC), which prior written consent shall not be unreasonably delayed, conditioned or withheld: (a) other Other than pursuant to capital calls with respect to such party’s dividend reinvestment plan as in effect as of the SLIC Subscription Agreementsdate of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC OBDC II Voting Debt or OBDC Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) with respect to OBDC II, a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC OBDC II Charter or the SLIC OBDC II Bylaws (in the case of OBDC II) or the OBDC Charter or the OBDC Bylaws (in the case of OBDC) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;, other than, with respect to OBDC II, pursuant to the Articles of Amendment. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC OBDC II from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed;. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC OBDC II Material Contract or OBDC Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC OBDC II Material Contract or OBDC Material Contract;, as applicable. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFOBDC, OBDC II, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC OBDC II Board or the OBDC Board, as applicable, authorizing, any of the actions prohibited by this Section 6.26.02.

Forbearances. During Except as set forth in Section 5.2 of the Subject Company Disclosure Schedule or Section 5.2 of the Parent Disclosure Schedule, as the case may be, as expressly contemplated or permitted by this Agreement, the Settlement Agreement, or the Fee Letters, as required by applicable law, rule or regulation, during the period from the date of this Agreement until to the earlier of the First Effective Time and the dateTime, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall notneither Parent nor Subject Company shall, and neither Parent nor Subject Company shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldother: (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock; make, reclassify declare or take similar action with respect to pay any of its capital stock dividend or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rights, warrants securities or options to acquireobligations convertible into or exchangeable for any shares of its capital stock, or grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock (except for regular quarterly cash dividends on Subject Company Common Stock and on Parent Common Stock at a rate equal to the rates recently paid by each of Subject Company and Parent, as the case may be, as such rates may be increased by either party in the ordinary course of business consistent with past practice and, in the case of Subject Company Preferred Stock and Parent Preferred Stock, for regular quarterly or semiannual cash dividends thereon at the rates set forth in the applicable certificate of incorporation or certificate of designation for such securities convertible intoand except for dividends paid by any of the wholly owned Subsidiaries of each of Parent and Subject Company to Parent or Subject Company or any of their wholly owned Subsidiaries, such respectively, and except for the issuance of employee stock options and restricted stock consistent with past practices); or issue any additional shares of capital stockstock except pursuant to (A) the exercise of stock options outstanding as of the date hereof or issued after the date hereof in a manner consistent with past practice, (B) the award of restricted shares of Subject Company Common Stock in a manner consistent with past practice, (C) the vesting of Performance Units outstanding as of the date hereof pursuant to Subject Company Stock Option Plans, (D) the Subject Company Rights Agreement, and (E) acquisitions and investments permitted by paragraph (c) hereof; (cb) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or propertiesother entity other than a direct or indirect wholly owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case that is material to such party, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; makepractice, change (ii) pursuant to contracts or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies agreements in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to force at the date of this AgreementAgreement or (iii) pursuant to plans disclosed in writing prior to the execution of this Agreement to the other party; (oc) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled transactions in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractice, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); or (ii) would acquisitions of an entity or business having assets not impose exceeding 10% of the consolidated assets of Subject Company or Parent, as applicable, on a pro forma basis giving effect to such transaction, make any material restriction on the conduct acquisition or investment either by purchase of business stock or securities, merger or consolidation, contributions to capital, property transfers, or purchases of SLIC any property or assets of any of its Consolidated Subsidiaries orother individual, after the First Effective Time, PIF, the Surviving Company corporation or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultother entity other than a wholly owned Subsidiary thereof; (qd) other than except for transactions in the ordinary course of business consistent with SLIC’s investment objectives past practice, enter into or terminate any contract or agreement, or make any change in any of its leases or contracts, in each case that is material to such party, other than renewals of contracts and policies as publicly disclosed, leases without materially adverse changes of terms thereof; (e) other than (i) payin the ordinary course of business consistent with past practice, discharge or satisfy (ii) in an aggregate amount not exceeding $10 million, increase in any Indebtedness material respect the compensation or fringe benefits of any of its employees or pay any pension or retirement allowance not required by any existing plan or agreement to any such employees or become a party to, amend or commit itself to any material pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for borrowed moneythe benefit of any employee or accelerate the vesting of any stock options or other stock-based compensation; (f) authorize or permit any of its officers, other than directors, employees or agents to directly or indirectly solicit, initiate or encourage any inquiries relating to, or the paymentmaking of any proposal which constitutes, discharge a Takeover Proposal (as defined below), or satisfaction required pursuant recommend or endorse any Takeover Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement a Takeover Proposal, provided, however, that each of Parent and Subject Company may, and may authorize and permit its officers, directors, employees or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement a Takeover Proposal, recommend or endorse any Takeover Proposal with or by any third party, and participate in discussions and negotiations with any third party relating to any Takeover Proposal, if such party's Board of Directors, after having consulted with and considered the terms advice of outstanding debt as outside counsel, has reasonably determined in effect as good faith that the failure to do so would cause the members of such Board of Directors to breach their fiduciary duties under applicable law. Subject Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any parties other similar extraordinary corporate transaction than Parent with any Person, or adopt, recommend, propose or announce an intention respect to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited foregoing. Each party shall immediately advise the other following the receipt by this Section 6.2.it of any Takeover Proposal and the details thereof, and advise the other of any developments with respect to such Takeover Proposal immediately upon the occurrence

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by earlier termination of this Agreement, as Previously Disclosed or except as set forth in Section 6.2 of the SLIC Umpqua Disclosure Schedule or the Columbia Disclosure Schedule, SLIC shall notas expressly contemplated or permitted by this Agreement or as required by law, neither Umpqua nor Columbia shall, and neither Umpqua nor Columbia shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party to this Agreement (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of its capital stocksix (6) months, (ii) any SLIC Voting Debt or other voting securities or deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of deposit and (vi) entry into repurchase agreements, in each case in the ordinary course of business, incur any securities convertible into indebtedness for borrowed money (other than indebtedness of Umpqua or exercisable any of its wholly-owned Subsidiaries to Umpqua or exchangeable forany of its wholly-owned Subsidiaries, on the one hand, or of Columbia or any of its wholly-owned Subsidiaries to Columbia or any of its wholly-owned Subsidiaries, on the other hand), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Rights to acquireindividual, any such shares corporation or other securitiesentity; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) make, authorize, declare, pay or set aside a record date for any dividend in respect ofdividend, or declare or make any other distribution on, any shares of its capital stockor directly or indirectly redeem, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, except, in each case, (A) regular quarterly cash dividends by Umpqua at a rate not in excess of $0.21 per share of Umpqua Common Stock, (B) regular quarterly cash dividends by Columbia at a rate not in excess of $0.30 per share of Columbia Common Stock, (C) dividends paid by any of the Subsidiaries of each of Umpqua and Columbia to Umpqua or Columbia or any of their wholly-owned Subsidiaries, respectively, (D) regular distributions on outstanding trust preferred securities in accordance with their terms or (E) the exercise of stock options or the vesting or settlement of equity compensation awards, in each case, in accordance with past practice and the terms of the applicable award agreements; (iii) grant any stock options, stock appreciation rights, warrants performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or options other equity-based awards or interests, or grant any person any right to acquireacquire any shares of capital stock or other equity or voting securities of Umpqua or Columbia or any of their respective Subsidiaries, other than in the case of Columbia, grants of rights to purchase shares of Columbia Common Stock under the Columbia ESPP in accordance with the terms of thereof; or (iv) issue, sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events) or exchangeable into, such or exercisable for, any shares of its capital stockstock or other equity or voting securities, including any securities of Umpqua or Columbia or their respective Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock or other equity or voting securities, including any securities of Umpqua or Columbia or their respective Subsidiaries, except pursuant to the exercise of stock options or the vesting or settlement of equity compensation awards in accordance with their terms; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or propertiesother entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date of this Agreement; (d) except for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any other person or the property or assets of any other person, in each case, other than a wholly-owned Subsidiary of Umpqua or Columbia, as applicable; (e) in each case except for transactions in the ordinary course of business, terminate, materially amend, or waive any material provision of, any Umpqua Contract or Columbia Contract, as the case may be, or make any change in any instrument or agreement governing the terms of any of its securities, other than normal renewals of contracts without material adverse changes of terms with respect to Umpqua or Columbia, or enter into any contract that would constitute an Umpqua Contract or Columbia Contract, if it were in effect on the date of this Agreement; (f) except as required under applicable law or the terms of any Umpqua Benefit Plan or Columbia Benefit Plan existing as of the date hereof, as applicable, (i) salesenter into, transfersestablish, leasesadopt, mortgagesmaterially amend or terminate any Umpqua Benefit Plan or Columbia Benefit Plan, encumbrances or any arrangement that would be an Umpqua Benefit Plan or a Columbia Benefit Plan if in effect on the date hereof, other dispositions than with respect to broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with SLIC’s investment objectives past practice and policies as publicly disclosedwould not reasonably be expected to materially increase the cost of benefits under any such Umpqua Benefit Plan or Columbia Benefit Plan, or as the case may be, (ii) encumbrances required increase the compensation or benefits payable to secure Permitted Indebtedness of SLIC any current or any of its Consolidated Subsidiaries; former employee, director or individual consultant, other than (dx) acquire in connection with a promotion (permitted hereunder) or agree to acquire all or any portion of the assetschange in responsibilities, business or properties of any other Personin each case, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives past practice and policies to a level consistent with similarly situated peer employees or (y) the payment of incentive compensation for completed performance periods based upon the actual level of achievement of the applicable performance goals in the ordinary course of business consistent with past practice, (iii) accelerate or take any action to accelerate the vesting of any equity-based awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control, retention or similar agreement or arrangement; provided, however, that the parties may enter into offer letters with new hires in the ordinary course of business consistent with past practice that do not provide for enhanced or change in control severance, (v) fund any rabbi trust or similar arrangement, or in any other way secure the payment of compensation or benefits under any Umpqua Benefit Plan or Columbia Benefit Plan, as publicly disclosed; the case may be, (evi) amend terminate the SLIC Charter employment or services of an employee as set forth on Section 5.2(f) in the Umpqua Disclosure Schedule or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principlesColumbia Disclosure Schedule, practices or methodsrespectively, other than for cause, or (vii) hire or promote any employee as required by applicable Lawset forth on Section 5.2(f) in the Umpqua Disclosure Schedule or the Columbia Disclosure Schedule, GAAP, respectively (other than as a replacement hire or promotion on substantially similar terms of employment as the SEC or applicable regulatory requirementsdeparted employee); (g) hire settle any employees material claim, suit, action or establishproceeding, become a party to except involving solely monetary remedies in an amount and for consideration not in excess of $250,000 individually or commit to adopt $1,000,000 in the aggregate and that would not impose any Employee Benefit Planmaterial restriction on, or create any adverse precedent that would be material to, the business of it or its Subsidiaries or the Surviving Corporation; (h) take any action or knowingly fail to take any action that would, where such action or would failure to act could reasonably be expected to materially delay or materially impede prevent the ability Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing DateCode; (i) incur any Indebtedness for borrowed money amend its articles of incorporation, its bylaws or guarantee any Indebtedness comparable governing documents of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtednessits Significant Subsidiaries; (j) make or agree to make any new capital expenditure other than obligations in prior consultation with the other party to fund commitments to this Agreement, materially restructure or materially change its investment securities or derivatives portfolio companies or investments its interest rate exposure, through purchases, sales or otherwise, or the manner in new which the portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedis classified or reported; (k) file implement or amend adopt any material Tax Return change in its accounting principles, practices or methods, other than as may be required by GAAP; (l) enter into any new line of business or, other than in the ordinary course of business (which may include partnering with third parties in origination, flow, servicing and other capacities) consistent with past practice practice, change in any material respect its lending, investment, underwriting, risk and SLIC’s investment objectives asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as publicly disclosed; a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity; (m) merge or consolidate itself or any of its Significant Subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries; (n) make, change or revoke any material Tax election; , change an annual Tax accounting period, adopt or settle or compromise change any material Tax liability or refund; (l) take accounting method, file any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedmaterial amended Tax Return, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior closing agreement with respect to the date a material amount of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedTaxes, terminate, cancel, renew or agree to settle any material amendment ofTax claim, change in audit, assessment or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose dispute or surrender any material restriction on the conduct right to claim a refund of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription AgreementsTaxes; or (to) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizingits board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.25.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC MMLC Disclosure Schedule or the GSBD Disclosure Schedule, SLIC shall notas applicable, neither MMLC nor GSBD shall, and neither shall not permit any of its respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF GSBD or MMLC, as applicable (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) other Other than pursuant to such party’s distribution reinvestment plan as in effect as of the date of this Agreement or pursuant to capital calls with respect to the SLIC MMLC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC such party’s Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions payable on a quarterly basis consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC Charter or MMLC Charter, the SLIC MMLC Bylaws, the GSBD Charter, the GSBD Bylaws or any other governing documents or similar governing documents of any of SLIC’s its Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC MMLC from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed;business. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation tax as a RIC;. (m) enter Enter into any new line of business other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC a MMLC Material Contract or GSBD Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC MMLC Material Contract or GSBD Material Contract;. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFGSBD, MMLC, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business and consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;Indebtedness. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC MMLC Board or the GSBD Board, as applicable, authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement until to the earlier Effective Time, Firstar shall not and shall not permit its Subsidiaries to, without the prior written consent of the First Effective Time Star (which consent shall not be unreasonably withheld), and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC Star shall not, not and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF Firstar (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than pursuant dividends from a wholly owned Subsidiary of such party to capital calls with respect to the SLIC Subscription Agreementssuch party or another wholly owned Subsidiary of such party), issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of except that (i) any shares Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of its capital stockthe date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;rate increase consistent with past practice); or (b) (i) makeexcept as disclosed on such party's Disclosure Schedule, authorizeenter into or amend any employment, declare, pay severance or set aside similar agreement or arrangement with any dividend in respect ofdirector or officer or employee or collective bargaining agreement, or declare or make materially modify any distribution on, any shares of its capital stockBenefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions normal individual increases in compensation to employees consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend practice or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify as required by law or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;contract; or (c) sellauthorize, transferrecommend, leasepropose, mortgageor announce an intention to authorize, encumber so recommend or otherwise dispose propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any of its assets or properties, material contract rights (except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary usual course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (iipast practices) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring prohibit internal reorganizations or paying any Tax Dividend on or before the Closing Date;consolidations involving existing Subsidiaries; or (id) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into transactions in the ordinary course of business consistent with SLIC’s investment objectives past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and policies as publicly disclosed;leases without material adverse changes of terms; or (ke) file or amend settle any material Tax Return claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; or (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) shares of Firstar Common Stock or Star Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) pursuant to the Option Agreements, (iii) any such transactions between a wholly-owned Subsidiary and its parent, (iv) in accordance with the Firstar and Star Stock Plans consistent with past practice, (v) as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or other entity other than as provided by this Agreement (and each party shall promptly notify the other of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the transactions contemplated by this Agreement and the Option Agreements or the ability of Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the First Step Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives other than indebtedness of up to $800 million incurred by Firstar and policies as publicly disclosed; makeits Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $100 million aggregate principal amount of 7.15% Notes due September 1, change 2000, and indebtedness of up to $100 million under Firstar's bank facilities for liquidity purposes incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Star or revoke any material Tax election; of its wholly-owned Subsidiaries to Star or settle or compromise any material Tax liability or refund; (l) take any actionof its wholly-owned Subsidiaries, on the one hand, or knowingly fail of Firstar or any of its wholly-owned Subsidiaries to take Firstar or any actionof its wholly-owned Subsidiaries, which action on the other hand), assume, guarantee, endorse or failure to act is reasonably likely to cause SLIC to fail to qualify otherwise as an accommodation become responsible or not be subject to taxation as a RIC; (m) enter into liable for the obligations of any new line of business other individual, corporation or other entity (it being understood and agreed that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any incurrence of its Consolidated Subsidiaries has made or will make a debt or equity investment that is indebtedness in the ordinary course of business consistent with SLIC’s investment objectives shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and policies as publicly disclosed and is, would entering into repurchase agreements); or (k) implement or should be reflected in SLIC’s schedule of investments included adopt any change in its quarterly accounting principles, practices or annual periodic reports that are filed with the SEC);methods, other than as may be required by GAAP or regulatory guidelines; or (nl) other than the sale of up to $250 million of treasury securities by Firstar and its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew portfolio is classified or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect reported as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this the Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (tm) except as required by applicable law or regulation, (i) implement or adopt, any material change in its interest rate and other risk management policies, procedures or practices, (ii) fail to follow in any material respect its existing policies or practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; or (n) take any action or make any determination the effect of which would result in the transactions contemplated by this Agreement constituting or being deemed to be a "Change in Control" within the meaning of the Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan; or (o) agree in writing or otherwise to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.2foregoing actions.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Lawset forth in the Parent Disclosure Schedule or as disclosed in the Parent Commission Documents filed prior to the date hereof and, except as required or expressly permitted contemplated by this Agreement, as Previously Disclosed the Merger Agreement or as set forth in Section 6.2 of the SLIC Disclosure ScheduleOption Agreements, SLIC neither Parent nor LLC shall not, and shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldLycos and TMCS: (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies in amounts that are not material, incur any indebtedness on behalf of the Contributed Businesses, for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of the Contributed Businesses, on the one hand, to any of its Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as publicly disclosedan accommodation become responsible for the obligations of any other individual, enter into corporation or other entity, or make any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreementloan or advance; (oi) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire or encumber, any shares of the 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 exchangeable for any shares of the capital stock, of any Contributed Businesses provided, however, that Parent shall be permitted to sweep or otherwise cause to be distributed cash from the Contributed Businesses; (i) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of the stock of any entity included in the Contributed Businesses; or (ii) issue any additional shares of capital stock of the Contributed Businesses except pursuant to the exercise of stock options under the Internet Shopping Network stock option plans issued and outstanding as of the date hereof. (c) other than in the ordinary course of business business, consistent with SLIC’s investment objectives and policies as publicly disclosedpast practice, terminateincrease in any manner the compensation or fringe benefits of any of the employees of the Contributed Businesses or pay any pension, cancel, renew severance or agree retirement allowance not required by any existing plan or agreement to any material amendment such employees or become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of such employee, or accelerate the vesting of, change in or waiver under the lapsing of restrictions with respect to, any SLIC Material Contractstock options or other stock-based compensation; (pd) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedbusiness, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose settle any material restriction on claim, action or proceeding involving money damages, provided that such money damages are paid prior to the conduct Closing; (e) knowingly take any action that would prevent or impede the Mergers and the Contribution, taken together, from qualifying as an exchange contemplated by Section 351 of business of SLIC the Code; (f) take any action that is intended or expected to result in any of its Consolidated Subsidiaries or, after representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the First Effective Time, PIF, the Surviving Company or in any of their respective Consolidated Subsidiaries and (iii) would the conditions to the Mergers set forth in Article X of the Merger Agreement not admit liabilitybeing satisfied or in a violation of any provision of this Agreement, guilt or faultexcept, in every case, as may be required by applicable law; (qg) other than in enter into any "non-compete" or similar agreement that would materially restrict the ordinary course businesses of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as Newco following consummation of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtednessTransactions; (rh) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganizationreorganization of any of the Contributed Businesses (other than as contemplated by the Transactions); (si) enter into implement or adopt any new SLIC Subscription Agreementschange in its accounting principles, practices or methods as they relate to the Contributed Businesses, other than as may be required by GAAP or regulatory guidelines; or (tj) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizingits board of directors in support of, any of the actions prohibited by this Section 6.25.3.

Forbearances. During Except as set forth on Schedule 5.2, as otherwise contemplated or permitted by this Agreement (including the Disclosure Schedules) and the Option Agreements or as referred to in any Star Reports or Firstar Reports publicly filed with the SEC prior to the date hereof, during the period from the date of this Agreement until to the earlier Effective Time, Firstar shall not and shall not permit its Subsidiaries to, without the prior written consent of the First Effective Time Star (which consent shall not be unreasonably withheld), and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC Star shall not, not and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF Firstar (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than pursuant dividends from a wholly owned Subsidiary of such party to capital calls with respect to the SLIC Subscription Agreementssuch party or another wholly owned Subsidiary of such party), issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of except that (i) any shares Star may pay quarterly cash dividends on Star Common Stock in an amount not to exceed the rate payable on such Star Common Stock as of its capital stockthe date hereof, and (ii) Firstar may pay quarterly cash dividends on Firstar Common Stock in an amount not to exceed the rate payable on such Firstar Common Stock as of the date hereof (together with any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;rate increase consistent with past practice); or (b) (i) makeexcept as disclosed on such party's Disclosure Schedule, authorizeenter into or amend any employment, declare, pay severance or set aside similar agreement or arrangement with any dividend in respect ofdirector or officer or employee or collective bargaining agreement, or declare or make materially modify any distribution on, any shares of its capital stockBenefit Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions normal individual increases in compensation to employees consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend practice or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify as required by law or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;contract; or (c) sellauthorize, transferrecommend, leasepropose, mortgageor announce an intention to authorize, encumber so recommend or otherwise dispose propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination, any acquisition or disposition of a material amount of assets, including mortgage servicing rights, loans or securities as well as any release or relinquishment of any of its assets or properties, material contract rights (except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary usual course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (iipast practices) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring prohibit internal reorganizations or paying any Tax Dividend on or before the Closing Date;consolidations involving existing Subsidiaries; or (id) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into transactions in the ordinary course of business consistent with SLIC’s investment objectives past practice, enter into or terminate any material contract or agreement, or make any change in any of its material leases or contracts, other than renewals of contracts and policies as publicly disclosedleases without material adverse changes of terms; (ke) file or amend settle any material Tax Return claim, action or proceeding involving money damages, except in the ordinary course of business consistent with past practice; (f) propose or adopt any amendments to its articles of incorporation, association or other charter document or bylaws or code of regulations; or (g) issue, sell, grant, confer or award any of its Equity Securities or any debt securities having the right to vote on matters on which stockholders may vote or purchase, redeem, retire, repurchase, or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise (except for (i) shares of Firstar Common Stock or Star Common Stock, as applicable, issued upon exercise of Firstar Stock Options or Star Stock Options, respectively, outstanding on the date of this Agreement or issued in accordance with this paragraph (g), (ii) pursuant to the Option Agreements, (iii) any such transactions between a wholly-owned Subsidiary and its parent, (iv) in accordance with the Firstar and Star Stock Plans consistent with past practice, (v) as agent for stockholders reinvesting dividends pursuant to a dividend reinvestment plan in accordance with the terms thereof as in effect on the date of this Agreement, (vi) for the acquisition of Trust Account Shares and DPC Shares, (vii) with respect to Firstar, any repurchases of Firstar Common Stock to maintain a pool of up to 500,000 shares in the form of treasury shares for the purpose of reissuing upon the exercise of Firstar Stock Options, or (viii) in the ordinary course of business consistent with past practice (such party agreeing to promptly notify the other party of any such transactions)) or effect any stock split or adjust, combine, reclassify or otherwise change its equity capitalization as it existed on the date of this Agreement; or (h) solicit, encourage or authorize any individual, corporation or other entity to solicit or encourage from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or any of its Subsidiaries with any corporation or other entity other than as provided by this Agreement (and each party shall promptly notify the other of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); or (i) take any action that would (i) materially adversely affect, impede or delay the consummation of the transactions contemplated by this Agreement and the Option Agreements or the ability of Star or Firstar to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement and the Option Agreements or to perform its covenants and agreements under this Agreement and the Option Agreements, (ii) prevent the Reincorporation Merger or the Second Step Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code or (iii) prevent the transactions contemplated hereby from qualifying as a "pooling of interests" for accounting and financial reporting purposes; or (j) other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives other than indebtedness of up to $800 million incurred by Firstar and policies as publicly disclosed; makeits Subsidiaries to fund Firstar's purchase from Cargill Corporation of Cargill Leasing and to redeem Firstar's $100 million aggregate principal amount of 7.15% Notes due September 1, change 2000, and indebtedness of up to $100 million under Firstar's bank facilities for liquidity purposes incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Star or revoke any material Tax election; of its wholly-owned Subsidiaries to Star or settle or compromise any material Tax liability or refund; (l) take any actionof its wholly-owned Subsidiaries, on the one hand, or knowingly fail of Firstar or any of its wholly-owned Subsidiaries to take Firstar or any actionof its wholly-owned Subsidiaries, which action on the other hand), assume, guarantee, endorse or failure to act is reasonably likely to cause SLIC to fail to qualify otherwise as an accommodation become responsible or not be subject to taxation as a RIC; (m) enter into liable for the obligations of any new line of business other individual, corporation or other entity (it being understood and agreed that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any incurrence of its Consolidated Subsidiaries has made or will make a debt or equity investment that is indebtedness in the ordinary course of business consistent with SLIC’s investment objectives shall include, without limitation, the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and policies as publicly disclosed and is, would entering into repurchase agreements); or (k) implement or should be reflected in SLIC’s schedule of investments included adopt any change in its quarterly accounting principles, practices or annual periodic reports that are filed with the SEC);methods, other than as may be required by GAAP or regulatory guidelines; or (nl) other than the sale of up to $250 million of treasury securities by Firstar and its Subsidiaries, materially restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew portfolio is classified or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect reported as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this the Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (tm) except as required by applicable law or regulation, (i) implement or adopt, any material change in its interest rate and other risk management policies, procedures or practices, (ii) fail to follow in any material respect its existing policies or practices with respect to managing its exposure to interest rate and other risk or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; or (n) take any action or make any determination the effect of which would result in the transactions contemplated by this Agreement constituting or being deemed to be a "Change in Control" within the meaning of the Firstar Supplemental Retirement Plan for Key Executives and the Firstar Corporation Pension Plan or (o) agree in writing or otherwise to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.2foregoing actions.

Forbearances. During Without limiting the generality of Section 5.1 above, during the period from the date of this Original Agreement until Date to the earlier of the First Dex Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Lawset forth in Section 5.2 of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable, as required by applicable Law, or as expressly contemplated or permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall notneither SuperMedia nor Dex shall, and neither SuperMedia nor Dex shall not permit any of its Consolidated Subsidiaries SuperMedia Subsidiary or Dex Subsidiary, as applicable, to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF)Dex or SuperMedia, as applicable, which prior written consent shall not be unreasonably delayedwithheld, conditioned delayed or withheldconditioned: (a) (i) other than pursuant dividends and distributions by a direct or indirect Subsidiary to capital calls such Party or to any direct or indirect wholly owned Subsidiary of such Party, declare, set aside or pay any dividends on, make any other distributions in respect of, or enter into any agreement with respect to the SLIC Subscription Agreementsvoting of, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) split, combine or reclassify any SLIC Voting Debt of its capital stock or any other voting securities or of its securities, (iii) except as described in Section 2.6(d) or 2.7(e), accelerate the vesting of any options, warrants or other rights of any kind to acquire shares of capital stock or (iv) purchase, redeem or otherwise acquire any shares of its capital stock or other securities convertible into or exercisable or exchangeable forany of its Subsidiaries, or any other Rights rights, warrants or options to acquire, acquire any such shares or other securitiessecurities (other than the withholding of shares of common stock to satisfy the exercise price or Tax withholding upon the exercise of stock options, vesting of restricted shares or settlement of stock units or stock appreciation rights, in each case that are outstanding as of the Original Agreement Date in accordance with their terms and such Party’s practices as of the Original Agreement Date); (b) (i) makeissue, authorizedeliver, declaresell, pay pledge or set aside otherwise encumber or subject to any dividend in respect of, or declare or make any distribution on, Lien any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect ofvoting securities, in lieu of or in substitution for including any restricted shares of its capital stock common stock, or (iii) purchaseany securities convertible into, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, any such shares, voting securities or securities convertible intosecurities, such capital stockincluding any stock options and unit awards (other than the issuance of its common stock upon the exercise of stock options, vesting of restricted shares or settlement of stock units, in each case that are outstanding as of the Original Agreement Date in accordance with their terms, and other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan)); (c) sellamend its certificate of incorporation, transfer, lease, mortgage, encumber bylaws or otherwise dispose other comparable organizational documents or the organizational documents of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all by merging or consolidating with, or by purchasing any assets or any portion of the equity securities of, or by any other manner, any business or any Person, or otherwise acquire or agree to acquire any assets, business except for acquisitions of inventory or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted similar assets in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactionspast practice; provided, however, that the foregoing shall not preclude SLIC from declaring prohibit internal reorganizations or paying any Tax Dividend on or before the Closing Dateconsolidations; (ie) incur sell, assign, transfer, lease, license, mortgage or otherwise encumber or subject to any Lien (other than Liens in connection with any Indebtedness for borrowed money permitted under Section 5.2(f)), or guarantee any Indebtedness otherwise dispose of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date its properties or assets (including capital stock in any of this Agreement and obligations to fund commitments to portfolio companies entered into its Subsidiaries) or create any security interest in the ordinary course of business and (ii) Permitted Indebtedness; (j) make such assets or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return properties other than in the ordinary course of business consistent with past practice, or (ii) except as contemplated in the SuperMedia Financing Amendments or the Dex Financing Amendments, any SuperMedia IP owned by SuperMedia or the SuperMedia Subsidiaries or any Dex IP owned by Dex or the Dex Subsidiaries, as applicable, except for non-exclusive licenses of Intellectual Property made in the ordinary course of business consistent with past practice; (f) except for borrowings under existing credit facilities (or renewals, extensions or replacements therefor that do not increase the aggregate amount available thereunder and that do not provide for any termination fees or Table of Contents penalties, prohibit pre-payments or provide for any pre-payment penalties, or contain any like provisions limiting or otherwise affecting the ability of such Party or its applicable Subsidiaries or successors from terminating or pre-paying such facilities, or contain financial terms less favorable, in the aggregate, than existing credit facilities, and as they may be so renewed, extended or replaced) that are incurred in the ordinary course of business consistent with past practice, or for borrowings or other lines of credit or refinancing of indebtedness outstanding on the Original Agreement Date in additional amounts not to exceed $5,000,000, or Indebtedness owed by any wholly owned Subsidiary to such Party or any other wholly owned Subsidiary of such Party, or as contemplated by Section 6.14, incur, redeem, prepay, defease, cancel, or modify the terms of, any Indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for the obligations of any Person (other than any of its wholly owned Subsidiaries), or make any loans or advances to any Person other than to its wholly owned Subsidiaries or as a result of ordinary advances and reimbursements to employees; (g) change in any material respect its accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice and SLIC’s or policy, in each case, in effect on the Original Agreement Date, except as required by changes in GAAP or regulatory accounting principles; (h) enter into any new line of business or change in any material respect the operating, asset liability, investment objectives and or risk management or other similar policies as publicly disclosed; of it or any of its Subsidiaries; (i) make any investment in or loan to any Person in excess of $5,000,000 in the aggregate, whether by purchase of stock or securities, contributions to capital, property transfers, or entering into binding agreements with respect to any such investment, loan or acquisition; (j) make, change or revoke any material Tax election; , change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of a material amount of Taxes; (k) except as expressly permitted by any other provision of this Section 5.2 or as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, amend, terminate or waive any material provision of any SuperMedia Material Contract, SuperMedia IP Contract, Dex Material Contract or Dex IP Contract, as applicable (the “Material Contracts”), or enter into or renew any agreement or contract or other binding obligation that is or, if it were on place as of the Original Agreement Date, would be a Material Contract (other than normal renewals of such Contracts without materially adverse changes, additions or deletions of terms); (l) make or incur, or enter into any Contract obligating such Party to incur, any capital or operating expenditures in excess of $5,000,000 in the aggregate, except for capital or operating expenditures contemplated in such party’s existing plan for annual capital or operating expenditures for 2012, which plan has been made available to the Other Party prior to the Original Agreement Date; (m) except as required by agreements or instruments in effect on the Original Agreement Date, alter in any material respect, or enter into any commitment to alter in any material respect, any material interest in any corporation, association, joint venture, partnership or business entity in which such Party directly or indirectly holds any equity or ownership interest on the Original Agreement Date; (n) except as required by the terms of SuperMedia Benefit Plans or SuperMedia Employment Agreements, or the terms of Dex Benefit Plans or Dex Employment Agreements, as applicable, as in effect on the Original Agreement Date or as required by applicable Law or as provided by this Agreement, (i) grant or pay to any current or former director, officer, employee or consultant of Dex or any Dex Subsidiary or SuperMedia or any SuperMedia Subsidiary any increase in compensation, except for salary or wage increases in the ordinary course Table of Contents of business consistent with past practice, (ii) grant, pay, promise to pay, or enter into any SuperMedia Benefit Plan or SuperMedia Employment Agreement or Dex Benefit Plan or Dex Employment Agreement (as applicable) to pay, to any current or former director, officer, employee, consultant or service provider of SuperMedia or any SuperMedia Subsidiary or Dex or Dex Subsidiary (as applicable) any severance or termination pay or any increase in severance or termination pay, (iii) increase the compensation or benefits provided under any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan or Dex Employment Agreement, (iv) enter into or modify the terms of any equity-based award granted under any SuperMedia Stock Plan or Dex Stock Plan, (v) make any discretionary contributions or payments with respect to any SuperMedia Benefit Plan, SuperMedia Employment Agreement, Dex Benefit Plan, or Dex Employment Agreement to any trust or other funding vehicle, other than the issuance of Newco Common Stock pursuant to the Option (as defined in the Dex Pre-Pack Plan), (vi) accelerate the payment or vesting of any payment or benefit provided or to be provided to any director, officer, employee or consultant of SuperMedia or any SuperMedia Subsidiary or Dex or any Dex Subsidiary or otherwise pay any amounts not due such individual, (vii) enter into any new or amend or modify any existing SuperMedia Employment Agreement or Dex Employment Agreement (or agreement that would be a SuperMedia Employment Agreement or Dex Employment Agreement if in effect on the Original Agreement Date), other than employment agreements for new hires with total compensation not to exceed $300,000, (viii) establish any new or amend or modify any existing SuperMedia Benefit Plans or Dex Benefit Plan (or plans that would be a SuperMedia Benefit Plan or Dex Benefit Plan if in effect on the Original Agreement Date) or (ix) establish, adopt or enter into any collective bargaining agreement other than a renewal of or successor to an existing collective bargaining agreement on terms no less favorable to SuperMedia or Dex (as applicable); (o) except as set forth in the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, pay, discharge, settle or compromise any material Tax liability Action, other than any such payment, discharge, settlement or refundcompromise (i) in the ordinary course of business consistent with past practice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate, and that does not create binding precedent for other pending or potential Actions, or (ii) pursuant to the terms of any Contract in effect on the Original Agreement Date (copies of which have been provided to the Other Party prior to the Original Agreement Date); (lp) take any action, or knowingly fail to take any actionaction within its control, which action or failure to act is would be reasonably likely expected to cause SLIC to fail to qualify or not be subject to taxation prevent the Mergers from qualifying as a RIC; (m“reorganization” within the meaning of Section 368(a) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultCode; (q) other than except in the ordinary course of reasonable business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as judgment of the date holder of this Agreement such Intellectual Property, let lapse, fail to maintain, abandon or other Permitted Indebtedness or (ii) cancel any material indebtednessapplied for, patented or registered SuperMedia IP owned by SuperMedia or any SuperMedia Subsidiary or any registered Dex IP owned by Dex or any Dex Subsidiary; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person adopt or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationreorganization of such Party or any of its Subsidiaries, other than pursuant to Section 6.17; (s) enter into any new SLIC Subscription Agreements; orfail to maintain in full force and effect the material insurance policies covering such Party and its Subsidiaries and their respective properties, assets and business in a form and amount consistent with past practices; (t) agree to take, make open any commitment to takematerial new offices or facilities or relocate or close any material existing offices or facilities or implement any layoffs implicating the WARN Act, or adopt file any resolutions of the SLIC Board authorizing, application with any Governmental Entity to do any of the actions prohibited foregoing, except for openings, closings, relocations and layoffs in progress on the Original Agreement Date or planned on the Original Agreement Date and disclosed in Section 5.2(t) of the SuperMedia Disclosure Schedule or the Dex Disclosure Schedule, as applicable; (u) except as required by this Section 6.2.applicable Law, convene any regular or special meeting (or any adjournment thereof) of the stockholders of SuperMedia or Dex, as applicable, other than the SuperMedia Stockholder

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by LawLaw or a Governmental Entity, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC BCIC Disclosure Schedule or the TCPC Disclosure Schedule, SLIC as applicable, and acting in a manner consistent with Section 6.1, each of BCIC and TCPC shall not, and shall not permit any of its their respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF the TCPC Special Committee (including in the consent case of a majority BCIC) and the BCIC Special Committee (in the case of TCPC) (in the Independent Directors case of PIF)each special committee, which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) other Other than pursuant to capital calls with respect to the SLIC Subscription AgreementsBCIC dividend reinvestment plan, as in effect as of the date of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC BCIC Voting Debt or TCPC Voting Debt, as applicable, or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions payable on a quarterly basis consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, including to the extent such party reasonably determines to declare any such dividends or distributions prior to its fiscal year end, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party, or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock; or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed, disclosed or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;Subsidiaries outstanding as of the date of this Agreement pursuant to the terms of such Indebtedness as in effect as of the date hereof. (d) Except for the Merger, acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC Charter BCIC Certificate or the SLIC BCIC Bylaws (in the case of BCIC) or the TCPC Certificate or the TCPC Bylaws (in the case of TCPC) or any other governing documents or similar governing documents of any of SLICsuch party’s Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to to, (i) materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that Transactions or (ii) prevent the foregoing shall not preclude SLIC Merger from declaring or paying any qualifying for the Intended Tax Dividend on or before the Closing Date;Treatment. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed;. (ki) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosedpractice; (ii) make, change or revoke any material Tax election; or (iii) settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than (i) the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly discloseddisclosed or as permitted by Section 6.2(i), enter into any Contract that would otherwise constitute an SLIC a BCIC Material Contract Contract, in the case of BCIC, or a TCPC Material Contract, in the case of TCPC, had it been entered into prior to the date of this Agreement;. (o) other Other than (i) in connection with the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with SLICpast practices and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC BCIC Material Contract;, in the case of BCIC, or TCPC Material Contract, in the case of TCPC (other than any BCIC Material Contract or TCPC Material Contract, as applicable, related to Permitted Indebtedness). (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); , (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFTCPC, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) payPay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;Indebtedness. (r) except as otherwise expressly contemplated by this AgreementExcept for the Merger, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC BCIC Board or TCPC Board, as applicable, authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which termination of this Agreement is terminated pursuant to Section 9.1Article 6 or the Effective Time, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC Disclosure Schedulerequired by applicable Law, SLIC Kinderhook shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF Community (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) other than pursuant amend or propose to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell amend its Organizational Documents or grant, any resolution or encumber or pledge, or authorize the creation of (i) any shares agreement concerning indemnification of its capital stock, (ii) any SLIC Voting Debt directors or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securitiesofficers; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, subdivide or reclassify any capital stock, (ii) make, declare, set aside or take similar action with respect to pay any of its capital stock dividend or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rightssecurities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, warrants other than (A) dividends paid by any of the Subsidiaries of Kinderhook to Kinderhook or options any of its wholly-owned Subsidiaries, (B) regular quarterly cash dividends by Kinderhook at a rate not in excess of $0.25 per share of Kinderhook Common Stock with record and payment dates consistent with the comparable quarters in the prior year, except that with the consent of Community, not to acquirebe unreasonably withheld, conditioned or delayed, Kinderhook may adjust the declaration, record and/or payable dates with regard to Kinderhook’s last dividend prior to the Effective Time so that the amount of the final dividend prior to the Effective Time on Kinderhook Common Stock shall be adjusted to reflect the normal dividend rate of $0.25 per share multiplied by the number of days that have elapsed in that calendar quarter prior to Closing, divided by ninety (90), (C) dividends payable on the Kinderhook Preferred Stock in accordance with the terms of the Kinderhook Charter, and (D) dividends payable on the trust preferred securities issued by Kinderhook and listed on Section 4.16 of the Kinderhook Disclosure Letter in accordance with the terms of the applicable governing documents, (iii) grant or issue any Rights, (iv) issue or otherwise permit to become outstanding, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or securities convertible intoauthorize the issuance, such sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stockstock or Rights, other than issuances of Kinderhook Common Stock upon the exercise of Kinderhook Warrants in existence on the date hereof pursuant to their terms or upon the conversion of shares of Kinderhook Preferred Stock outstanding on the date hereof in accordance with the terms of the Kinderhook Charter, or (v) make any material change in any instrument or Contract governing the terms of any of its securities; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make(including by way of foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith), change or revoke make any material Tax election; investment (either by purchase of stock or settle securities, contributions to capital, property transfers, or compromise purchase of any material Tax liability property or refundassets) in any other Person other than a wholly-owned Subsidiary of Kinderhook; (ld) take any action, charge off (except as may otherwise be required by Law or knowingly fail to take any action, which action by Regulatory Authorities or failure to act is reasonably likely to cause SLIC to fail to qualify by GAAP) or not be subject to taxation as a RIC; sell (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is except in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule past practices) any of investments included in its quarterly or annual periodic reports that are filed with the SEC)portfolio of Loans; (ne) terminate or allow to be terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness owing to it or any claims that it may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent Liability; (f) enter into any material new line of business; (g) except in the ordinary course of business consistent with past practice: (i) lend any money or pledge any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise; (ii) mortgage or otherwise subject to any Lien, encumbrance or other Liability any of its assets; (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $25,000 in the aggregate for Kinderhook and its Subsidiaries; or (iv) incur any material Liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person or any claims against any Person, except pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 3.2(k) of the Kinderhook Disclosure Letter or transfer, agree to transfer or grant, or agree to grant, a license to, any of its material Intellectual Property; (h) other than in the ordinary course of business consistent with SLIC’s past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six (6) months or less)); or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; (i) other than purchases of investment objectives and policies as publicly disclosedsecurities in the ordinary course of business consistent with past practice, materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (j) except in the ordinary course of business, terminate, materially amend or modify or waive any material provision of, any material Contract other than any contract that terminates by its terms or normal renewals of Contracts without material adverse changes of terms, or enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to material Contract; (k) other than as required under applicable Law or by Kinderhook Benefit Plans as in effect at the date of this Agreement; Agreement or as otherwise listed in Section 3.2(j)(i) of the Kinderhook Disclosure Letter, (oi) adopt, enter into, establish, terminate, renew or amend any Benefit Plan (or communicate any intention to take any such action), (ii) change the compensation or benefits of any director, officer or other Service Provider with an annual base salary or wages that is reasonably anticipated to exceed $100,000 or, other than in the ordinary course of business consistent with SLIC’s investment objectives and policies past practice, of any other Service Provider, (iii) adopt, enter into or amend any collective bargaining agreement or any other similar agreement with any labor organization, group or association, (iv) adopt, enter into, establish, amend or grant any employment, severance, change in control, termination, deferred compensation, pension or retirement arrangement, (v) grant or pay any equity awards or other incentive compensation, or pay any bonus or incentive compensation under a pre-existing Kinderhook Benefit Plan in excess of the amount earned based on actual performance, (vi) accelerate any rights or benefits under any Kinderhook Benefit Plan, including accelerating the vesting of, or the lapsing of restrictions with respect to, any Kinderhook Restricted Shares or otherwise amend the terms of any outstanding SAR Rights, equity awards or equity-based awards, (vii) pay any severance in excess of what is legally required, (viii) take any action to fund or secure the payment of any amounts under any Kinderhook Benefit Plan, or change any assumptions used to calculate funding or contribution obligations under any Kinderhook Benefit Plan, other than as publicly disclosedrequired by GAAP, terminateor (ix) hire or terminate (other than for cause) any director, cancelofficer, renew or any other Service Provider with annual base salary or wages that is reasonably anticipated to exceed $100,000; (l) commence, settle or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against itLitigation, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount that (i) involves only the payment of money damages not in excess of $250,000 25,000 individually or $50,000 in the aggregate (after reduction by any insurance proceeds actually received); aggregate, (ii) would does not impose involve the imposition of any material restriction on equitable relief on, or the conduct admission of business of SLIC wrongdoing by, Kinderhook or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries applicable Subsidiary thereof and (iii) would not admit liabilitycreate precedent for claims that are reasonably likely to be material to Kinderhook or any of its Subsidiaries, guilt or, after the Closing, Community or faultany of its Subsidiaries; (qm) materially revalue any of its assets or change any method of accounting or accounting practice used by it, other than changes required by GAAP or any Regulatory Authority; (i) file any Tax Return except in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge past practice or satisfy amend any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or Tax Return; (ii) cancel settle or compromise any material indebtednessTax Liability; (iii) make, change or revoke any Tax election or change any method of Tax accounting, except as required by applicable Law; (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law); (v) surrender any claim for a refund of Taxes; or (vi) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of Taxes; (o) change its fiscal or Tax year; (p) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 5 not being satisfied; provided, that nothing in this Section 4.2(p) shall preclude Kinderhook from exercising its rights under Section 4.5 or 4.11; (q) merge or consolidate itself or its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve (or adopt or enter into a plan to effect any of the foregoing) itself or any of its Subsidiaries (other than mergers or consolidations solely involving its Subsidiaries); (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate acquire assets outside of the ordinary course of business consistent with any Person or enter into past practice from any other similar extraordinary corporate transaction Person with any Person, a value or adopt, recommend, propose or announce an intention to adopt a plan purchase price in the aggregate in excess of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization$25,000; (s) enter into any Contract that would have been required to be disclosed in Section 3.2(k) of the Kinderhook Disclosure Letter had it been entered into prior to the execution of this Agreement; (t) make any material changes in the mix, rates, terms or maturities of Kinderhook Bank’s deposits or other Liabilities, except in a manner and pursuant to policies consistent with past practice and competitive factors in the market place; open any new SLIC Subscription Agreementsbranch or deposit taking facility; or close, relocate or materially renovate any existing branch or facility; (u) make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service, Loans or (ii) investment, risk and asset liability management or hedging practices and policies, in each case except as may be required by such policies and practices or by any applicable laws, regulations, guidelines or policies imposed by any Governmental Authority; (v) make any Loans, or enter into any commitments to make Loans, which vary other than in immaterial respects from its written Loan policies, a true and correct copy of which policies has been provided to Community; provided, that this covenant shall not prohibit Kinderhook Bank from extending or renewing Loans in the ordinary course of business consistent with past lending practices or in connection with the workout or renegotiation of Loans currently in its Loan portfolio; (w) renew or enter into any non compete, exclusivity, non solicitation or similar agreement that would restrict or limit, in any material respect, the operations of Kinderhook or any of its Subsidiaries or, after the Effective Time, Community or any of its Subsidiaries; (x) waive any material benefits of, or agree to modify in any adverse respect, or fail to enforce, or consent to any matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement to which Kinderhook or any of its Subsidiaries is a party; (y) engage in (or modify in a manner adverse to Kinderhook or its Subsidiaries) any transactions (except for any ordinary course banking relationships permitted under applicable Law) with any Affiliate or any director or officer thereof (or any Affiliate or immediate family member of any such Person or any Affiliate of such Person’s immediate family members); (z) except in the ordinary course of business consistent with past practice, enter into any new lease of real property or amend the terms of any existing lease of real property; (aa) incur or commit to incur any capital expenditure or authorization or commitment with respect to them that, in the aggregate is in excess of $50,000, except as disclosed in the annual business plan or budget previously disclosed to Community; or (tbb) agree or commit to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.24.2.

Forbearances. During the period from the date of this the Original Merger Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC GETCO Disclosure Schedule or the Knight Disclosure Schedule, SLIC as applicable, as expressly contemplated or permitted by this Agreement, or as otherwise required by applicable Law, each of GETCO and Knight shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayedwithheld, denied, conditioned or withheld:delayed): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreementssell, issuelease, deliverlicense, sell or grantmortgage, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sellencumber, transfer, leaseconvey, mortgageassign, encumber or otherwise dispose of any of its assets material rights, properties or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business tangible or properties of any other Personintangible, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refundto third parties who are not Affiliates; (lb) take (i) incur, assume or guarantee any actionIndebtedness, (ii) cancel or knowingly fail waive any claims under any material Indebtedness or amend or modify adversely to take it in any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply material respect the terms relating to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and issuch Indebtedness, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (niii) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies past practice, assume, guarantee, endorse or otherwise as publicly disclosedan accommodation become responsible for obligations of any Person, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; or (oiv) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to past practice make any material amendment of, change in loans or waiver under any SLIC Material Contractadvances; (pc) settle any Proceeding against it, except for Proceedings that (i) adjust, split, combine or reclassify any capital stock, unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for (x) dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any options, stock appreciation rights, restricted stock units or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock or equity interests, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (iv) issue or commit to issue any additional shares of capital stock or other equity interest other than pursuant to the exercise or settlement of Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are settled outstanding as of the date of the Original Merger Agreement or that are issued following the date of the Original Merger Agreement in compliance with this Agreement or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests; (d) except as required under applicable Law or the terms of any GETCO Benefit Plan or Knight Benefit Plan, as applicable, existing as of the date of the Original Merger Agreement (i) enter into, adopt or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or consultant (other than any annual salary or wage increases in the ordinary course of business consistent with past practice and SLIC’s of not more than 5% in the aggregate per annum), (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of assets for cash in the ordinary course of business consistent with past practice, (i) acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person or (ii) merge or consolidate with any Person; (f) make any capital expenditure requiring payments in excess of $10 million individually or $25 million in the aggregate; (g) make any material investment objectives and either by purchase of stock or securities or contributions to capital in excess of $25 million (other than in a wholly owned Subsidiary); (h) (i) enter into any new line of business or (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to its operations; (i) amend its charter, bylaws, certificate of formation, limited liability company agreement or other comparable organizational documents, or otherwise take any action to exempt any person from any provision of such documents; (j) (i) terminate or amend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, any GETCO Contract or Knight Contract, as publicly disclosedapplicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in an amount the ordinary course of business or that if in existence as of the date of the Original Merger Agreement would be a GETCO Contract pursuant to Sections 3.13(a)(v) or 3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $250,000 5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate (after reduction by any insurance proceeds actually received); and (ii) would not impose the commencement of any material restriction on litigation, action or proceeding in the conduct ordinary course of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultconsistent with past practice; (qm) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedpast practice, materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (n) amend in a manner that adversely impacts the ability to conduct its business, terminate or allow to lapse any material Permit; (o) (i) paycancel, discharge abandon or satisfy allow to lapse any Indebtedness for borrowed money, material Intellectual Property other than in the paymentordinary course of business consistent with past practice, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel disclose to any material indebtednessthird party any trade secret other than in the ordinary course of business consistent with past practice; (rp) except implement or adopt any change in its accounting principles, practices or methods, other than as otherwise expressly contemplated may be required by this Agreementapplicable Law, merge GAAP or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to regulatory guidelines; (q) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (sr) intentionally take any action that is intended to result in any of the conditions to the Mergers set forth in Article VIII not being satisfied; (i) make, change or revoke any material Tax election, (ii) change any material method of Tax accounting or any annual Tax accounting period, (iii) enter into any new SLIC Subscription Agreementsclosing agreement, (iv) settle or compromise any material liability for Taxes, (v) file any material amended Tax Return, or (vi) surrender any right or claim to a material refund of Taxes, in each case except (A) in the ordinary course of business and consistent with past practice, or (B) as would not have an adverse effect on it or its Subsidiaries (or, following the closing, on the Company) that is material; or (t) agree to take, or make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC MMLC Disclosure Schedule or the GSBD Disclosure Schedule, SLIC shall notas applicable, neither MMLC nor GSBD shall, and neither shall not permit any of its respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF GSBD or MMLC, as applicable (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) other Other than pursuant to capital calls with respect to such party’s distribution reinvestment plan as in effect as of the SLIC Subscription Agreementsdate of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC such party’s Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) Other than the Approved Distribution, (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions payable on a quarterly basis consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC Charter or MMLC Charter, the SLIC MMLC Bylaws, the GSBD Charter, the GSBD Bylaws or any other governing documents or similar governing documents of any of SLIC’s its Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC MMLC from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed;business. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation tax as a RIC;. (m) enter Enter into any new line of business other than in the ordinary course of business consistent with past practice and such party’s investment objectives and policies as publicly disclosed (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC a MMLC Material Contract or GSBD Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC MMLC Material Contract or GSBD Material Contract;. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFGSBD, MMLC, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business and consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;Indebtedness. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC MMLC Board or the GSBD Board, as applicable, authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall notneither FSKR nor FSK shall, and neither shall not permit any of its respective Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF FSK or FSKR, as applicable (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:): (a) other Other than pursuant to capital calls with respect to such party’s distribution reinvestment plan as in effect as of the SLIC Subscription Agreementsdate of this Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC such party’s Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities;. (b) (i) makeMake, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions payable on a quarterly basis consistent with past practices and SLICsuch party’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLICsuch party, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC such party to SLIC such party or another direct or indirect wholly owned Consolidated Subsidiary of SLIC such party or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;. (c) sellSell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC such party or any of its Consolidated Subsidiaries;. (d) acquire Acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed;. (e) amend Amend the SLIC Charter or FSKR Charter, the SLIC FSKR Bylaws, the FSK Charter, the FSK Bylaws or any other governing documents or similar governing documents of any of SLIC’s its Consolidated Subsidiaries;. (f) implement Implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements;. (g) hire Hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan;. (h) take Take any action or knowingly fail to take any action that would, or would reasonably be expected to (i) materially delay or materially impede the ability of the parties to consummate the TransactionsTransactions or (ii) prevent the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the foregoing shall not preclude SLIC such party from declaring or paying any Tax Dividend on or before the Closing Date;. (i) incur Incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness;. (j) make Make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed;business. (k) file File or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund;. (l) take Take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC such party to fail to qualify or not be subject to taxation tax as a RIC;. (m) enter Enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC such party or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLICsuch party’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);. (n) other Other than in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC FSKR Material Contract or FSK Material Contract, as applicable, had it been entered into prior to the date of this Agreement;. (o) other Other than in the ordinary course of business consistent with SLICpast practice and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC FSKR Material Contract or FSK Material Contract;. (p) settle Settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLICsuch party’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC it or any of its Consolidated Subsidiaries or, after the First Effective Time, PIFFSK, FSKR, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault;. (q) other Other than in the ordinary course of business and consistent with SLICsuch party’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt of such party or its Consolidated Subsidiaries as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness;Indebtedness. (r) except Except as otherwise expressly contemplated by this Agreement, merge or consolidate such party or any of its Consolidated Subsidiaries with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;reorganization of such party or any of its Consolidated Subsidiaries. (s) enter into any new SLIC Subscription Agreements; or (t) agree Agree to take, make any commitment to take, or adopt any resolutions of the SLIC FSKR Board or the FSK Board, as applicable, authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this the Original Merger Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1Time, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC GETCO Disclosure Schedule or the Knight Disclosure Schedule, SLIC as applicable, as expressly contemplated or permitted by this Agreement, or as otherwise required by applicable Law, each of GETCO and Knight shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF the other party (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayedwithheld, denied, conditioned or withheld:delayed): (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreementssell, issuelease, deliverlicense, sell or grantmortgage, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sellencumber, transfer, leaseconvey, mortgageassign, encumber or otherwise dispose of any of its assets material rights, properties or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business tangible or properties of any other Personintangible, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refundto third parties who are not Affiliates; (lb) take (i) incur, assume or guarantee any actionIndebtedness, (ii) cancel or knowingly fail waive any claims under any material Indebtedness or amend or modify adversely to take it in any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply material respect the terms relating to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and issuch Indebtedness, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (niii) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies past practice, assume, guarantee, endorse or otherwise as publicly disclosedan accommodation become responsible for obligations of any Person, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; or (oiv) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to past practice make any material amendment of, change in loans or waiver under any SLIC Material Contractadvances; (pc) settle any Proceeding against it, except for Proceedings that (i) adjust, split, combine or reclassify any capital stock, unit or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for (x) dividends paid in the ordinary course of business by any direct or indirect wholly owned Subsidiary to it or any other direct or indirect wholly owned Subsidiary and (y) the Permitted Distributions set forth in Section 6.3) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any options, stock appreciation rights, restricted stock units or other equity-based compensation or grant to any individual, corporation or other entity any right to acquire any shares of its capital stock or equity interests, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (iv) issue or commit to issue any additional shares of capital stock or other equity interest other than pursuant to the exercise or settlement of Knight Stock Options or conversion of shares of the Knight Series A-1 Preferred Stock or Knight Series A-2 Preferred Stock or upon the vesting of Class E Units of GETCO, in each case that are settled outstanding as of the date of the Original Merger Agreement or that are issued following the date of the Original Merger Agreement in compliance with this Agreement or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or equity interests; (d) except as required under applicable Law or the terms of any GETCO Benefit Plan or Knight Benefit Plan, as applicable, existing as of the date of the Original Merger Agreement (i) enter into, adopt or terminate any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (ii) amend (or alter a prior interpretation of) any employee benefit or compensation plan, program, policy or arrangement for the benefit or welfare of any current or former employee, officer, director or consultant, (iii) increase in any manner the compensation or benefits payable to any current or former employee, officer, director or consultant (other than any annual salary or wage increases in the ordinary course of business consistent with past practice and SLIC’s of not more than 5% in the aggregate per annum), (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than in the ordinary course of business as specifically described in the GETCO Disclosure Schedule or the Knight Disclosure Schedule, as applicable, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of any officer, employee, independent contractor or consultant other than for cause, or (ix) hire any officer, employee, independent contractor or consultant who has target annual compensation greater than $700,000; (e) other than immaterial acquisitions of assets for cash in the ordinary course of business consistent with past practice, (i) acquire (by merger, consolidation, purchase of assets or equity interests or otherwise) any businesses, assets, properties or interests in any other Person or (ii) merge or consolidate with any Person; (f) make any capital expenditure requiring payments in excess of $10 million individually or $25 million in the aggregate; (g) make any material investment objectives and either by purchase of stock or securities or contributions to capital in excess of $25 million (other than in a wholly owned Subsidiary); (h) (i) enter into any new line of business or (ii) except as required by applicable Law or the regulations or policies imposed on it by a Governmental Entity, change any material policy established by its Board of Directors or executive officers that generally applies to its operations; (i) amend its charter, bylaws, certificate of formation, limited liability company agreement or other comparable organizational documents, or otherwise take any action to exempt any person from any provision of such documents; (j) (i) terminate or amend or otherwise modify in any material respect other than in the ordinary course of business or knowingly violate in any material respect the terms of, any GETCO Contract or Knight Contract, as publicly disclosedapplicable, or (ii) enter into any new agreements or contracts or other binding obligations other than in an amount the ordinary course of business or that if in existence as of the date of the Original Merger Agreement would be a GETCO Contract pursuant to Sections 3.13(a)(v) or 3.13(a)(vi) or Knight Contract pursuant to Sections 4.13(a)(v) or 4.13(a)(vi); (k) settle or compromise any litigation, action or proceeding with a Governmental Entity, shareholder or unit holders; (l) commence, settle or compromise any litigation, action or proceeding with any Person other than a Governmental Entity, shareholder or unit holders except for (i) settlements involving only monetary remedies with a value not in excess of $250,000 5,000,000 with respect to any individual litigation, action or proceeding or $15,000,000 in the aggregate (after reduction by any insurance proceeds actually received); and (ii) would not impose the commencement of any material restriction on litigation, action or proceeding in the conduct ordinary course of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or faultconsistent with past practice; (qm) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedpast practice, materially reduce the amount of insurance coverage or fail to renew any material existing insurance policies; (n) amend in a manner that adversely impacts the ability to conduct its business, terminate or allow to lapse any material Permit; (o) (i) paycancel, discharge abandon or satisfy allow to lapse any Indebtedness for borrowed money, material Intellectual Property other than in the paymentordinary course of business consistent with past practice, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel disclose to any material indebtednessthird party any trade secret other than in the ordinary course of business consistent with past practice; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.

Forbearances. During the period from the date of this Agreement until to the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1INSC▇ ▇▇▇ective Time, except as may be required by Lawset forth in the Professionals Group Disclosure Schedule or the PPTF Disclosure Schedule, as required the case may be, and, except as expressly contemplated or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall notneither Professionals Group nor PPTF shall, and neither Professionals Group nor PPTF shall not permit any of its Consolidated their respective Subsidiaries to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheldother: (a) other than pursuant to capital calls in the ordinary course of business consistent with respect to the SLIC Subscription Agreementspast practice, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of incur any indebtedness for borrowed money (other than (i) any shares indebtedness incurred in connection with the incorporation of, and for the purpose of its capital stockincorporating, INSC▇, ▇▇d (ii) short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of Professionals Group or any SLIC Voting Debt of its Subsidiaries to Professionals Group or any of its Subsidiaries, on the one hand, or of PPTF or the PPTF Subsidiary to PPTF or any of its Subsidiaries, on the other hand), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other voting securities or (iii) any securities convertible into or exercisable or exchangeable forentity, or make any other Rights to acquire, any such shares loan or other securitiesadvance (it being understood and agreed that incurrence of indebtedness in the ordinary course of business shall include entering into repurchase agreements and reverse repurchase agreements); (b) redeem, repay, discharge or defease any surplus note (including the PPTF Surplus Notes), unless such redemption, repayment, discharge or defeasance is an express condition of any Requisite Regulatory Approval; (c) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combinecombine or reclassify any capital stock; (ii) make, reclassify declare or take similar action with respect to pay any of its capital stock dividend or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rightssecurities or obligations convertible into or exchangeable for any shares of its capital stock (except (A) in the case of Professionals Group, warrants a stock dividend not exceeding 10% of the shares of Professionals Group Common Stock outstanding as of the date such stock dividend is declared may be made, declared or paid at any time prior to the INSC▇ ▇▇▇ective Time, and (B) dividends paid by any of the Subsidiaries of each of Professionals Group and PPTF to Professionals Group or PPTF or any of their Subsidiaries, respectively), (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock (and no such rights or options shall be granted, (A) except that at any time prior to acquirethe Closing Date, and pursuant to the terms of the Professionals Group LTIP, Professionals Group may make Awards (defined in this Agreement as in the Professionals Group LTIP) to Participants (defined in this Agreement as in the Professionals Group LTIP) covering up to 150,000 shares of Professionals Group Common Stock in the aggregate, and (B) except as otherwise agreed in writing by Professionals Group and PPTF), or securities convertible into(iv) issue any additional shares of capital stock except pursuant to (A) the exercise of stock options or warrants outstanding as of the date of this Agreement, such capital stockor (B) as permitted under clause (ii) or clause (iii) of this sentence; (cd) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or propertiesother entity other than a Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make, change or revoke any material Tax election; pursuant to contracts or settle or compromise any material Tax liability or refund; (l) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies agreements in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to force at the date of this Agreement; (oe) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled transactions in the ordinary course of business consistent with past practice practice, or in connection with the incorporation of, and SLIC’s investment objectives and policies as publicly disclosedfor the purpose of incorporating, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries orINSC▇, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required ▇▇ pursuant to the terms of outstanding debt as contracts or agreements in effect as of force at the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, any of the actions prohibited by this Section 6.2.material investment

Forbearances. During the period from Between the date of this Agreement until the earlier of the First Effective Time hereof and the dateClosing, if anyunless Buyer shall otherwise consent in writing, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall not, and Sellers shall not nor shall they cause or permit any of its Consolidated Subsidiaries the Company to, directly or indirectly, without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld: (ai) other than pursuant to capital calls amend its articles of incorporation or bylaws; (ii) split, combine or reclassify the outstanding Shares; or (iii) declare, set aside or pay any dividend payable with respect to the SLIC Subscription AgreementsShares; provided, issue, deliver, sell or grant, or encumber or pledge, or authorize that the creation Company may distribute cash and cash equivalents to Sellers at the discretion of the Company's Board of Directors; (i) issue, sell, pledge, dispose of or encumber any additional shares of its capital stockof, (ii) any SLIC Voting Debt or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquireoptions, any such shares warrants, calls, commitments or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment rights of any dividend or distribution necessary for such party kind to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock of any class; (ii) transfer, lease, license, sell, mortgage, pledge, dispose of or encumber any material assets or incur or modify any material indebtedness or other liability other than in the ordinary and usual course of business; (iii) acquire directly or indirectly by redemption or otherwise any shares of the capital stock of the Company or (iv) authorize, make or commit to make capital expenditures in excess of $50,000 in the aggregate, or make any acquisition of, or investment in, any material assets or any rights, warrants stock or options to acquire, or other securities convertible into, such capital stockof any other person; (c) sellincur any indebtedness for borrowed money, transferexcept for working capital financing in the ordinary and usual course of business consistent with past practice; (d) grant any severance or termination pay to, leaseor enter into any employment or severance agreement with either (i) any director or officer of the Company or (ii) any other employee of the Company other than in the ordinary and usual course of business; and Seller shall not permit the Company to establish, mortgageadopt, encumber enter into, make any new grants or otherwise dispose awards under or amend, any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of the Company (other than contributions in the ordinary and usual course of business under Employee Plans currently in effect on the date hereof); (e) settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its assets material Contracts or propertieswaive, except for release or assign any material rights or claims; (i) salesgrant any increase in compensation in excess of five percent (5%) to any officer or employee whose compensation (base salary plus bonus) for the fiscal year of the Company ended on September 30, transfers2005 exceeded $75,000 or (ii) enter into, leasesor amend in any material respect, mortgages, encumbrances or any Employee Plan; (i) grant any special conditions with respect to any account receivable other dispositions than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed(e.g., or extended terms), (ii) encumbrances required fail to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt pay any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become account payable on a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return other than timely basis in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; makepractice, change or revoke any material Tax election; or settle or compromise any material Tax liability or refund; (liii) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RIC; (m) enter into any new line purchase inventory in excess of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is supplies necessary in the ordinary course of business and consistent with SLIC’s investment objectives and policies as publicly disclosed and ispast practice, would (iv) ship inventory or should be reflected take any other action designed or having the effect of accelerating or deferring the generation of accounts receivable in SLIC’s schedule of investments included in its quarterly a manner inconsistent with past practice or annual periodic reports that are filed with the SEC)(v) start up or acquire any new business or product line which is not similar to or directly complementary to any existing business or product line; (nh) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior settlement with respect to any claim, action, suit, other proceeding or investigation of any kind against or relating to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosedCompany, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries orofficers, after the First Effective Timedirectors, PIFemployees, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liabilityproperties, guilt assets or faultbusiness; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) paytake any action which would cause, discharge or satisfy voluntarily fail to take any Indebtedness for borrowed moneyaction the failure of which would cause, other than the payment, discharge any representation or satisfaction required pursuant to the terms warranty of outstanding debt as Sellers contained in effect as of the date of this Agreement to be breached or other Permitted Indebtedness or (ii) cancel untrue in any material indebtednessrespect; (rj) make any change in any accounting policies or the application thereof except as otherwise expressly contemplated required by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention GAAP and disclosed to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;Buyer; or (sk) enter into any new SLIC Subscription Agreements; or (t) agree agreement to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, do any of the actions prohibited by this Section 6.2foregoing.

Forbearances. During the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which termination of this Agreement is terminated pursuant to Section 9.1Article 6 or the Effective Time, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed Agreement or as set forth in Section 6.2 of the SLIC Disclosure Schedulerequired by applicable Law, SLIC Elmira shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of PIF Community (including the such consent of a majority of the Independent Directors of PIF), which prior written consent shall not to be unreasonably delayedwithheld, conditioned or withheld:delayed): (a) other than pursuant amend or propose to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell amend its Organizational Documents or grant, any resolution or encumber or pledge, or authorize the creation of (i) any shares agreement concerning indemnification of its capital stock, (ii) any SLIC Voting Debt directors or other voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other Rights to acquire, any such shares or other securitiesofficers; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, subdivide or reclassify any capital stock, (ii) make, declare, set aside or take similar action with respect to pay any of its capital stock dividend or issue or authorize the issuance of make any other securities in respect ofdistribution on, in lieu of or in substitution for shares of its capital stock directly or (iii) purchaseindirectly redeem, redeem purchase or otherwise acquire, any shares of its capital stock or any rights, warrants securities or options to acquire, obligations convertible (whether currently convertible or securities convertible into, such only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure Permitted Indebtedness of SLIC or any of its Consolidated Subsidiaries; (d) acquire or agree to acquire all or any portion of the assets, business or properties of any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than (A) the acceptance of shares of Elmira Common Stock as required by applicable Lawpayment for the exercise of Elmira Stock Options or for withholding taxes incurred in connection with the exercise of Elmira Stock Options or the vesting or settlement of Elmira Restricted Shares, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in each case in the ordinary course of business and in accordance with the terms of the applicable award agreements in effect on the date hereof, (iiB) Permitted Indebtedness; dividends paid by any of the Subsidiaries of Elmira to Elmira or any of its wholly-owned Subsidiaries, and (jC) make regular quarterly cash dividends by Elmira at a rate not in excess of $0.15 per share of Elmira Common Stock with record and payment dates consistent with the comparable quarters in the prior year, except that with the consent of Community, not to be unreasonably withheld, conditioned or agree delayed, Elmira may adjust the declaration, record and/or payable dates with regard to make Elmira’s last dividend prior to the Effective Time so that the amount of the final dividend prior to the Effective Time on Elmira Common Stock shall be adjusted to reflect the normal dividend rate of $0.15 per share multiplied by the number of days that have elapsed in that calendar quarter prior to Closing, divided by ninety (90), (iii) issue or otherwise permit to become outstanding, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any new shares of its capital expenditure other than obligations stock or Rights, except pursuant to fund commitments to portfolio companies the exercise of Elmira Stock Options or investments in new portfolio companiesthe vesting or settlement of Elmira Restricted Shares, in each case, entered into granted under the Elmira Benefit Plans prior to the date of this Agreement, or except as set forth in Section 4.2(b)(iii) of the ordinary course Elmira Disclosure Letter, or (iv) make any material change in any instrument or Contract governing the terms of business consistent with SLIC’s investment objectives and policies as publicly disclosedany of its securities; (kc) file or amend any material Tax Return other than in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed; make(including by way of foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith), change or revoke make any material Tax election; investment (either by purchase of stock or settle securities, contributions to capital, property transfers, or compromise purchase of any material Tax liability property or refundassets) in any other Person other than a wholly-owned Subsidiary of Elmira; (ld) take any actionexcept as described in Section 4.2(d) of the Elmira Disclosure Letter, charge off (except as may otherwise be required by Law or knowingly fail to take any action, which action by Regulatory Authorities or failure to act is reasonably likely to cause SLIC to fail to qualify by GAAP) or not be subject to taxation as a RIC; sell (m) enter into any new line of business (it being understood that this prohibition does not apply to any new or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is except in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and is, would or should be reflected in SLIC’s schedule past practices) any of investments included in its quarterly or annual periodic reports that are filed with the SEC)portfolio of Loans; (ne) terminate or allow to be terminated any of the policies of insurance it maintains on its business or property, cancel any material indebtedness owing to it or any claims that it may have possessed, or waive any right of substantial value or discharge or satisfy any material noncurrent Liability; (f) enter into any material new line of business; (g) except in the ordinary course of business consistent with past practice: (i) lend any money or pledge any of its credit in connection with any aspect of its business whether as a guarantor, surety, issuer of a letter of credit or otherwise; (ii) mortgage or otherwise subject to any Lien, encumbrance or other Liability any of its assets; (iii) except for property held as other real estate owned, sell, assign or transfer any of its assets in excess of $25,000 in the aggregate for Elmira and its Subsidiaries; or (iv) incur any material Liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute or contingent), or cancel, release or assign any indebtedness of any Person or any claims against any Person, except pursuant to Contracts in force as of the date of this Agreement and disclosed in Section 3.2(l) of the Elmira Disclosure Letter or transfer, agree to transfer or grant, or agree to grant, a license to, any of its material Intellectual Property; (h) other than in the ordinary course of business consistent with SLIC’s past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness (it being understood that for purposes of this Section 4.2(h), “short-term” shall mean maturities of six (6) months or less)); or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person; (i) other than purchases of investment objectives and policies as publicly disclosedsecurities in the ordinary course of business consistent with past practice, materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; (j) except in the ordinary course of business, terminate, materially amend or modify or waive any material provision of, any material Contract other than any contract that terminates by its terms or normal renewals of Contracts without material adverse changes of terms, or enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to material Contract; (k) other than as required under applicable Law or by Elmira Benefit Plans as in effect at the date of this Agreement; Agreement or as otherwise listed in Section 3.2(k)(i) of the Elmira Disclosure Letter, (oi) adopt, enter into, establish, terminate, renew or amend any Benefit Plan (or communicate any intention to take any such action), (ii) change the compensation or benefits of any director, officer or other Service Provider other than in the ordinary course of business consistent with SLIC’s investment objectives and policies past practice, provided that no increase in compensation or benefits of any director, officer or other Service Providers in the aggregate shall exceed 3.5%, (iii) adopt, enter into or amend any collective bargaining agreement or any other similar agreement with any labor organization, group or association, (iv) adopt, enter into, establish, amend or grant any employment, severance, change in control, termination, deferred compensation, pension or retirement arrangement, (v) grant or pay any equity awards or other incentive compensation, or pay any bonus or incentive compensation under a pre-existing Elmira Benefit Plan in excess of the amount earned based on actual performance, (vi) accelerate any rights or benefits under any Elmira Benefit Plan, including accelerating the vesting of, or the lapsing of restrictions with respect to, any Elmira Restricted Shares or otherwise amend the terms of any outstanding Elmira Stock Options, equity awards or equity-based awards, (vii) pay any severance in excess of what is legally required, (viii) take any action to fund or secure the payment of any amounts under any Elmira Benefit Plan, or change any assumptions used to calculate funding or contribution obligations under any Elmira Benefit Plan, other than as publicly disclosedrequired by GAAP, terminateor (ix) hire or terminate (other than for cause) any director, cancelofficer, renew or any other Service Provider with annual base salary or wages that is reasonably anticipated to exceed $80,000; (l) commence, settle or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against itLitigation, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount that (i) involves only the payment of money damages not in excess of $250,000 25,000 individually or $50,000 in the aggregate (after reduction by any insurance proceeds actually received); aggregate, (ii) would does not impose involve the imposition of any material restriction on equitable relief on, or the conduct admission of business of SLIC wrongdoing by, Elmira or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries applicable Subsidiary thereof and (iii) would not admit liabilitycreate precedent for claims that are reasonably likely to be material to Elmira or any of its Subsidiaries, guilt or, after the Closing, Community or faultany of its Subsidiaries; (qm) materially revalue any of its assets or change any method of accounting or accounting practice used by it, other than changes required by GAAP or any Regulatory Authority; (i) file any Tax Return except in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge past practice or satisfy amend any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or Tax Return; (ii) cancel settle or compromise any material indebtednessTax Liability; (iii) make (except in the ordinary course of business consistent with past practice), change or revoke any Tax election or change any method of Tax accounting, except as required by applicable Law; (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law); (v) surrender any claim for a refund of Taxes; or (vi) consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect of Taxes; (o) change its fiscal or Tax year; (p) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the First Step Merger set forth in Article 5 not being satisfied; provided, that nothing in this Section 4.2(p) shall preclude Elmira from exercising its rights under Section 4.5 or Section 4.11; (q) merge or consolidate itself or its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve (or adopt or enter into a plan to effect any of the foregoing) itself or any of its Subsidiaries (other than mergers or consolidations solely involving its Subsidiaries); (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate acquire assets outside of the ordinary course of business consistent with any Person or enter into past practice from any other similar extraordinary corporate transaction Person with any Person, a value or adopt, recommend, propose or announce an intention to adopt a plan purchase price in the aggregate in excess of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization$25,000; (s) enter into any Contract that would have been required to be disclosed in Section 3.2(l) of the Elmira Disclosure Letter had it been entered into prior to the execution of this Agreement; (t) make any material changes in the mix, rates, terms or maturities of Elmira’s deposits or other Liabilities, except in a manner and pursuant to policies consistent with past practice and competitive factors in the market place; except as set forth in Section 4.2(t) of the Elmira Disclosure Letter, open any new SLIC Subscription Agreementsbranch or deposit taking facility; or close, relocate or materially renovate any existing branch or facility; (u) make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service, Loans or (ii) investment, risk and asset liability management or hedging practices and policies, in each case except as may be required by such policies and practices or by any applicable laws, regulations, guidelines or policies imposed by any Governmental Authority; (v) except for Loans or commitments for Loans (or renewals or extensions thereof) that have previously been approved by Elmira prior to the date hereof, make or acquire or issue a commitment for (or renew or extend), (i) any Loans that vary in any material respect from Elmira’s written Loan policies, (ii) any commercial real estate loan in an original principal amount in excess of $1,000,000, (iii) any residential loan originated for retention in the loan portfolio in an original principal amount in excess of $500,000 or with loan to value ratios in excess of Elmira’s internal polices as in effect on the date hereof or (iv) any commercial and industrial loan in an original principal amount in excess of $1,000,000; provided that for the purpose of this paragraph, the consent of Community shall be deemed received unless Community objects in writing by the close of business on the second Business Day after receipt of written notice from Elmira, including the loan package and any other information reasonably requested by Community; (w) renew or enter into any non-compete, exclusivity, non-solicitation or similar agreement that would restrict or limit, in any material respect, the operations of Elmira or any of its Subsidiaries or, after the Effective Time, Community or any of its Subsidiaries; (x) waive any material benefits of, or agree to modify in any adverse respect, or fail to enforce, or consent to any matter with respect to which its consent is required under, any confidentiality, standstill or similar agreement to which Elmira or any of its Subsidiaries is a party; (y) engage in (or modify in a manner adverse to Elmira or its Subsidiaries) any transactions (except for any ordinary course banking relationships permitted under applicable Law) with any Affiliate or any director or officer thereof (or any Affiliate or immediate family member of any such Person or any Affiliate of such Person’s immediate family members); (z) except in the ordinary course of business consistent with past practice, enter into any new lease of real property or amend the terms of any existing lease of real property; (aa) incur or commit to incur any capital expenditure or authorization or commitment with respect to them that, in the aggregate is in excess of $50,000, except as disclosed in the annual business plan or budget previously disclosed to Community; or (tbb) agree or commit to take, make any commitment to take, or adopt any resolutions of the SLIC Board authorizing, take any of the actions prohibited by this Section 6.24.2.

Forbearances. During Cause the period from the date of this Agreement until the earlier of the First Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as required or expressly permitted by this Agreement, as Previously Disclosed or as set forth in Section 6.2 of the SLIC Disclosure Schedule, SLIC shall not, and shall Guarantor to: (i) not permit incur any of its Consolidated Subsidiaries to, directly or indirectly, Debt without the prior written consent of PIF (including the consent of a majority of the Independent Directors of PIF), which prior written consent shall not be unreasonably delayed, conditioned or withheld:Lender; (a) other than pursuant to capital calls with respect to the SLIC Subscription Agreements, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) not make, declare or pay any SLIC Voting Debt dividend (whether in cash, stock or other voting securities or (iii) any securities convertible into or exercisable or exchangeable forproperty), or any other Rights to acquire, any such shares or other securities; (b) (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any other distribution on, any shares of its capital stockor directly or indirectly redeem, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and SLIC’s investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by SLIC, (C) dividends payable by any direct or indirect wholly owned Consolidated Subsidiary of SLIC to SLIC or another direct or indirect wholly owned Consolidated Subsidiary of SLIC or (D) a Tax Dividend; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem purchase or otherwise acquire, directly or indirectly any shares of its the capital stock of the Guarantor or any rights, warrants or options to acquire, or securities convertible into, such capital stock; (c) sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets Subsidiaries or properties, any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of such capital stock (except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in dividends paid by any of the ordinary course Subsidiaries of business consistent with SLIC’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required the Guarantor to secure Permitted Indebtedness of SLIC the Guarantor or any of its Consolidated wholly owned Subsidiaries; (d) acquire ), or agree cancel, release or assign any indebtedness to acquire all any Person or any portion of the assets, business or properties of claims held by any other Person, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with such party’s investment objectives and policies as publicly disclosed; (e) amend the SLIC Charter or the SLIC Bylaws or any other governing documents or similar governing documents of any of SLIC’s Consolidated Subsidiaries; (f) implement or adopt any material change in its Tax or financial accounting principles, practices or methods, other than as required by applicable Law, GAAP, the SEC or applicable regulatory requirements; (g) hire any employees or establish, become a party to or commit to adopt any Employee Benefit Plan; (h) take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the Transactions; provided, however, that the foregoing shall not preclude SLIC from declaring or paying any Tax Dividend on or before the Closing Date; (i) incur any Indebtedness for borrowed money or guarantee any Indebtedness of another Person, except for (i) draw-downs with respect to any Previously Disclosed financing arrangements existing as of the date of this Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) Permitted Indebtedness; (j) make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed; (k) file or amend any material Tax Return Person other than in the ordinary course of business consistent with past practice or pursuant to contracts in force at the date of this Agreement, provided, however, that so long as the Commitment shall be outstanding or any portion of the Obligations shall remain unpaid or unsatisfied, in the event that, notwithstanding the restrictions set forth in this Section 6.4(b)(ii), any dividend, distribution, or similar payment that is paid to the Borrower by the Guarantor shall be deemed to have been intended to be monies used by the Borrower to prepay the Loan and SLIC’s investment objectives shall be received in trust for the benefit of the Lender and policies as publicly disclosed; make, change or revoke any material Tax election; or settle or compromise any material Tax liability or refundshall be segregated from other funds of the Borrower; (liii) take not sell, transfer, pledge, lease, grant, license, mortgage, encumber or otherwise dispose of any actionof the Collateral, other than a Permitted Sale and in the event of any sale, transfer or knowingly fail other disposition, immediately transfer all net proceeds thereof to take the Borrower to prepay the Loan (provided that in any actionsuch event, the Borrower shall cause the Guarantor to instruct the securities intermediary that is in possession of the securities account in which action the sold securities are held to pay such proceeds directly to the Lender); or failure create any lien of any kind with respect to act is reasonably likely to cause SLIC to fail to qualify or not be subject to taxation as a RICany of the Collateral; (miv) enter into not acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any new line of corporation, partnership or other business (it being understood that this prohibition does not apply to any new organization or existing portfolio companies in which SLIC or any of its Consolidated Subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed and isdivision thereof or, would or should be reflected in SLIC’s schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); (n) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, enter into any Contract that would otherwise constitute an SLIC Material Contract had it been entered into prior to the date of this Agreement; (o) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any SLIC Material Contract; (p) settle any Proceeding against it, except for Proceedings that (i) are settled in the ordinary course of business consistent with past practice and SLIC’s investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received); (ii) would not impose any material restriction on the conduct of business of SLIC or any of its Consolidated Subsidiaries or, after the First Effective Time, PIF, the Surviving Company or any of their respective Consolidated Subsidiaries and (iii) would not admit liability, guilt or fault; (q) other than in the ordinary course of business consistent with SLIC’s investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any Indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect as of the date of this Agreement or other Permitted Indebtedness or (ii) cancel any material indebtedness; (r) except as otherwise expressly contemplated by this Agreement, merge or consolidate with any Person or enter into any other similar extraordinary corporate transaction with any Person, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (s) enter into any new SLIC Subscription Agreements; or (t) agree to takepractice, make any commitment material investment either by purchase of stock or securities, contributions to takecapital, property transfers, or adopt purchase of any resolutions property or assets of the SLIC Board authorizingany other individual, any of the actions prohibited by this Section 6.2corporation or other entity; and (v) not amend its charter or bylaws (or comparable organizational documents).