Common use of Affirmative Conduct of GBB and Subsidiaries Clause in Contracts

Affirmative Conduct of GBB and Subsidiaries. Prior to Effective Time of ---------------------------------------------------------------------- the Merger. Between the date hereof and the Effective Time of the Merger, GBB ---------- shall: (a) duly observe and conform in all material respects to all lawful requirements applicable to the business of GBB; (b) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of GBB on a consolidated basis and that is contemplated in this Agreement as required in connection with the Merger; (c) not later than the 20th day of each calendar month, amend or supplement the GBB Lists prepared and delivered pursuant to Article 5 to ensure that the information set forth in the GBB Lists accurately reflects the then- current status of GBB. GBB shall further amend or supplement the GBB Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the GBB Lists; and (d) use its commercially reasonable efforts to have BSC's directors and officers added to GBB's directors' and officers' liability insurance policy, providing for coverage for a period of at least 36 months following the Effective Time of the Merger and covering acts or omissions occurring prior to the Effective Time of the Merger and actions related to this Agreement.

Affirmative Conduct of GBB and Subsidiaries. Prior to ---------------------------------------------------- Effective Time of ---------------------------------------------------------------------- the Merger. Between the date hereof and the Effective Time of ---------------------------- the Merger, GBB ---------- shall: (a) 7.2.1. duly observe and conform in all material respects to all lawful requirements applicable to the business of GBB or any subsidiary of GBB; (b) 7.2.2. use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of GBB on a consolidated basis and that is contemplated in this Agreement as required in connection with the Merger; (c) 7.2.3. not later than the 20th day of each calendar month, amend or supplement the GBB Lists prepared and delivered pursuant to Article 5 to ensure that the information set forth in the GBB Lists accurately reflects the then- then-current status of GBBGBB and its subsidiaries. GBB shall further amend or supplement the GBB Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the GBB Lists; and (d) 7.2.4. use its commercially reasonable efforts to have BSCBAB's directors and officers added to GBB's directors' and officers' liability insurance policy, providing for coverage for a period of at least 36 months following the Effective Time of the Merger and covering acts or omissions occurring prior to the Effective Time of the Merger and actions related to this Agreement.

Affirmative Conduct of GBB and Subsidiaries. Prior to Effective Time of ---------------------------------------------------------------------- the Merger. Between the date hereof and the Effective Time of the Merger, GBB ---------- shall: (a) duly observe and conform in all material respects to all lawful requirements applicable to the business of GBB or any subsidiary of GBB; (b) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of GBB on a consolidated basis and that is contemplated in this Agreement as required in connection with the Merger; (c) not later than the 20th 30th day of each calendar month, amend or supplement the GBB Lists prepared and delivered pursuant to Article 5 to ensure that the information set forth in the GBB Lists accurately reflects the then- current status of GBBGBB and the GBB Subsidiaries. GBB shall further amend or supplement the GBB Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the GBB Lists; and (d) use its commercially reasonable efforts to have BSCCoast's and CCB's directors and officers added to GBB's directors' and officers' liability insurance policy, providing for coverage for a period of at least 36 months following the Effective Time of the Merger and covering acts or omissions occurring prior to the Effective Time of the Merger and actions related to this Agreement.

Affirmative Conduct of GBB and Subsidiaries. Prior to Effective Time of ---------------------------------------------------------------------- the MergerPRIOR TO EFFECTIVE TIME OF THE MERGER. Between the date hereof and the Effective Time of the Merger, GBB ---------- shall: (a) duly observe and conform in all material respects to all lawful requirements applicable to the business of GBB or any subsidiary of GBB; (b) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of GBB on a consolidated basis and that is contemplated in this Agreement as required in connection with the Merger; (c) not later than the 20th 30th day of each calendar month, amend or supplement the GBB Lists prepared and delivered pursuant to Article 5 to ensure that the information set forth in the GBB Lists accurately reflects the then- then-current status of GBBGBB and the GBB Subsidiaries. GBB shall further amend or supplement the GBB Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the GBB Lists; and (d) use its commercially reasonable efforts to have BSCCoast's and CCB's directors and officers added to GBB's directors' and officers' liability insurance policy, providing for coverage for a period of at least 36 months following the Effective Time of the Merger and covering acts or omissions occurring prior to the Effective Time of the Merger and actions related to this Agreement.

Affirmative Conduct of GBB and Subsidiaries. Prior to Effective Time of ---------------------------------------------------------------------- the Merger. Between the date hereof and the Effective Time of the Merger, GBB ---------- shall: (a) duly observe and conform in all material respects to all lawful requirements applicable to the business of GBB; (b) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of GBB on a consolidated basis and that is contemplated in this Agreement as required in connection with the Merger; (c) not later than the 20th day of each calendar month, amend or supplement the GBB Lists prepared and delivered pursuant to Article 5 to ensure that the information set forth in the GBB Lists accurately reflects the then- current status of GBB. GBB shall further amend or supplement the GBB Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the GBB Lists; and (d) use its commercially reasonable efforts to have BSC's directors and officers added purchase, or permit BOP to GBBpurchase, tail coverage for BOP pursuant to BOP's directors' and officers' liability insurance policy, providing for coverage for a period of at least 36 months following the Effective Time of the Merger and covering acts or omissions occurring prior to the Effective Time of the Merger and actions related to this Agreement.

Affirmative Conduct of GBB and Subsidiaries. Prior to Effective -------------------------------------------------------------- Time of ---------------------------------------------------------------------- the Merger. Between the date hereof and the Effective Time of the ------------------ Merger, GBB ---------- shall: (a) duly observe and conform in all material respects to all lawful requirements applicable to the business of GBB or any subsidiary of GBB; (b) use its commercially reasonable efforts to obtain any third party consent with respect to any contract, agreement, lease, license, arrangement, permit or release that is material to the business of GBB on a consolidated basis and that is contemplated in this Agreement as required in connection with the Merger; (c) not later than the 20th day of each calendar month, amend or supplement the GBB Lists prepared and delivered pursuant to Article 5 to ensure that the information set forth in the GBB Lists accurately reflects the then- current status of GBBGBB and its subsidiaries. GBB shall further amend or supplement the GBB Lists as of the Closing Date if necessary to reflect any additional information that needs to be included in the GBB Lists; and (d) use its commercially reasonable efforts to have BSCMDB's and MDNB's directors and officers added to GBB's directors' and officers' liability insurance policy, providing for coverage for a period of at least 36 months following the Effective Time of the Merger and covering acts or omissions occurring prior to the Effective Time of the Merger and actions related to this Agreement.