Common use of Appropriate Actions; Consents; Filings Clause in Contracts

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof.

Appropriate Actions; Consents; Filings. (a) The Parent and the Company shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicable hereafter, (ii) obtain from any Governmental Entity any Government Approvals required to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Holding Company Merger and the Bank Merger as contemplated hereby and thereby, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Holding Company Merger and the Bank Merger required under (A) the BHCA, (B) the California Financial Code, (C) the Bank Merger Act, (D) the Exchange Act, and any other applicable federal or state securities Laws, and (E) any other applicable Law; provided, that the Company and Parent shall cooperate with each other in connection with the preparation and use making of all such filings, including, if requested, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided further, that any initial filings with Governmental Entities (other than the Registration Statement, the Agreement of Merger, the Certificate of Merger and the Agreement of Bank Merger) shall be made by Parent as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 calendar days after the date hereof; and provided further, that nothing in this Section 5.5(a) shall require the expenditure of money by Parent or the Company to a third party in exchange for any such consent (other than filing or processing fees) except as required by applicable Law. The Company and Parent shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the transactions contemplated by this Agreement. (b) The Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use) , and cause their respective Subsidiaries to use, reasonable best efforts to take or cause to be taken all actionsobtain any third party consents, and do or cause to be done all things, (i) necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by in this Agreement, including obtaining or (ii) disclosed in the Company Confidential Disclosure Schedule or the Parent Required Statutory Approvals Confidential Disclosure Schedule, as applicable. In the event that either party shall fail to obtain any such third party consent, that party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything other party hereto, to minimize any adverse effect on the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent consummation of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Holding Company Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of ParentBank Merger, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made withand their respective businesses resulting, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act which could reasonably and as promptly as practicable. (d) (i) Promptly be expected to result after the date hereofEffective Time, Parent and from the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or failure to obtain such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofconsent.

Appropriate Actions; Consents; Filings. (a) The Company and Parent parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take (i) take, or cause to be taken taken, all actionsappropriate action, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable laws Law or otherwise in order to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing that are intended to be consummated prior to the Company Merger Effective Time as promptly as practicable all documentation to effect all necessary noticeshereafter, reports and other filings and to (ii) obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable from any Governmental Entity any Required Government Approvals required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated made by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries Acquiror or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made withor to avoid or cause to be withdrawn or terminated, or material written materials submitted towithout prejudice to the parties, any third party and/or action or proceeding by any Governmental Entity Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Company Merger and the Bank Merger as contemplated hereby, and (iii) make all necessary filings, and thereafter make any other transactions contemplated by required submissions, with respect to this Agreement. In exercising , the foregoing rightCompany Merger and the Bank Merger required under (A) the BHCA, each of (B) the California Financial Code, (C) the Federal Deposit Insurance Act (D) the Exchange Act, and any other applicable federal or state securities Laws, and (E) any other applicable Law; provided, however, that the Company and Parent Acquiror shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable laws regarding the exchange of information by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable. ; provided further, however, that any initial filings with Governmental Entities (dother than the FDIC Offering Circular) shall be made by Acquiror as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in PALOALTO 66463 v1 (i2K) Promptly -46- no event later than 60 Business Days after the date hereof; and provided further, Parent and that nothing in this Section 6.3(a) shall require the expenditure of money by Acquiror or the Company will establish to a regulatory approval team third party in exchange for any such consent (other than filing or processing fees). The Company and Acquiror shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the “Regulatory Approval Team”)transactions contemplated by this Agreement. (b) The parties shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any third party consents, (i) necessary, proper or advisable to consummate the chair transactions contemplated in this Agreement or (ii) disclosed in the Company Disclosure Schedule or the Acquiror Disclosure Schedule, as applicable; provided further, that nothing in this Section 6.3(b) shall require the expenditure of which will be Parent’s Executive Vice Presidentmoney by Acquiror or the Company to a third party in exchange for any such consent. In the event that either party shall fail to obtain any such third party consent, Government & Environmental Affairs that party shall use its reasonable best efforts, and Public Policy or shall take any such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated actions reasonably requested by the Company’s Chief Executive Officer (other party, to minimize any adverse effect on the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer consummations of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii)Merger, the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this AgreementBank Merger, the Regulatory Approval Team will formulate the approach Company and Acquiror, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to be taken with respect to obtaining the Parent Required Statutory Approvals and result after the Company Required Statutory Approvals and coordinate filings for Merger Effective Time, from the failure to obtain such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofconsent.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.03, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) The Company and Parent agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign Law or, decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to obtain the expiration of any applicable waiting period under any Antitrust Laws, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an “Order”) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the contrary in this Section 6.05, neither the Company nor Parent nor any of their respective Subsidiaries shall be required (i) to divest or hold separate any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, that, in any such case, would reasonably be expected to have a material adverse effect on the financial condition, results of operations or prospects of either Parent and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, or (ii) to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned on the consummation of the Merger. (c) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use) , and cause their respective Subsidiaries to use, their reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity consents related to or required in order connection with the Merger that are (i) necessary to consummate the Merger or any of the other transactions contemplated by this Agreementhereby, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither disclosed or required to be disclosed in the Parent Disclosure Letter or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the CompanyDisclosure Letter, as the case may be, or (iii) required to prevent a Parent Material Adverse Effect or a Company Material Adverse Effect from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third person described in this subsection (c), such party shall use its reasonable efforts, and shall take any of such actions reasonably requested by the other party hereto, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, that appear in any filing made withand their respective businesses resulting, or material written materials submitted tothat could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (d) Each of the Company and Parent shall give prompt notice to the other of (i) any third party and/or notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger (including any filings, correspondence or other communication with the SEC), (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting the Company, Parent, Merger Sub or their respective Subsidiaries that relate to the consummation of the Merger and (iv) if there has been a material change in its current or future business, financial condition or results of operations or any event or condition that might reasonably be expected to cause or result in any of its representations or warranties contained herein to be untrue or inaccurate in any material respect or to materially delay or impede the other ability of any of the Company, Parent or Merger Sub, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. In furtherance and not in limitation of the covenants of the Company herein, the Company shall promptly advise Parent orally and in writing of any litigation, arbitration, suit, claim, action, charge or proceeding brought by any stockholder of the Company against the Company and/or its directors relating to this Agreement, including the Merger, and shall keep Parent reasonably informed regarding any such matters. The Company shall give Parent the opportunity to participate in the defense or settlement of any such matter, shall consider in good faith Parent’s advice with respect to such matter and shall not settle any such matter without the prior written consent of Parent (which consent shall not be unreasonably delayed or withheld). In addition, prior to the termination of this Agreement pursuant to Article VIII, except as required by Law, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the transactions contemplated by this Agreement. In exercising , including the foregoing rightMerger, each and shall cooperate with Parent to resist any such effort to restrain or prohibit or otherwise oppose the transactions contemplated by this Agreement, including the Merger; provided, however, that this sentence shall in no way restrict the rights of the Company and Parent shall act reasonably and as promptly as practicableits Board of Directors under Section 6.01. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof.

Appropriate Actions; Consents; Filings. (a) The Acquiror and the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take (i) take, or cause to be taken taken, all actionsappropriate action, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable laws Law or otherwise in order to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing that are intended to be consummated prior to the Effective Time as promptly as practicable all documentation to effect all necessary noticeshereafter, reports and other filings and to (ii) obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable from any Governmental Entity any Government Approvals required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated made by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries Acquiror or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made withor to avoid or cause to be withdrawn or terminated, or material written materials submitted towithout prejudice to the parties, any third party and/or action or proceeding by any Governmental Entity Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Holding Company Merger and the Bank Merger as contemplated hereby, and (iii) make all necessary filings, and thereafter make any other transactions contemplated by required submissions, with respect to this Agreement. In exercising , the foregoing rightHolding Company Merger and the Bank Merger required under (A) the BHCA, each of (B) the California Financial Code, (C) the Exchange Act, and any other applicable federal or state securities Laws, and (D) any other applicable Law; provided, that the Company and Parent Acquiror shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable laws regarding the exchange of information by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable. ; provided further, that any initial filings with Governmental Entities (dother than the Registration Statement) (i) Promptly shall be made by Acquiror as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 Business Days after the date hereof; and provided further, Parent and that nothing in this Section 5.5(a) shall require the expenditure of money by Acquiror or the Company will establish to a regulatory approval team third party in exchange for any such consent (other than filing or processing fees). The Company and Acquiror shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs transactions contemplated by this Agreement. (b) The Company and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) Acquiror shall consist of representatives designated by the Chief Executive Officer of the Company give (or his designeeshall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any third party consents, (i) necessary, proper or advisable to consummate the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of transactions contemplated in this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and or (ii) disclosed in the Company Required Statutory Approvals Disclosure Schedule or the Acquiror Disclosure Schedule, as applicable. In the event that either party shall fail to obtain any such third party consent, that party shall use its reasonable best efforts, and coordinate filings for shall take any such approvals as set forth below. The primary responsibility for formulating actions reasonably requested by the approach other party hereto, to be taken with respect to obtaining minimize any adverse effect on the Parent Required Statutory Approvals and consummations of the Holding Company Merger, the Bank Merger, the Company Required Statutory Approvals and all other approvals Acquiror, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to be obtained result after the Effective Time, from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereoffailure to obtain such consent.

Appropriate Actions; Consents; Filings. (a) The Company Each of FFI, FFB and Parent DCB shall cooperate with each other and use its commercially reasonable efforts (and shall cause their respective Subsidiaries i) to use) reasonable best efforts to take take, or cause to be taken taken, all actionsappropriate action, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable laws Applicable Law or otherwise in order to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing that are intended to be consummated prior to the Effective Time as promptly as practicable all documentation to effect all necessary noticeshereafter, reports and other filings and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable from any Governmental Entity any Government Approvals required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated made by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest DCB or hold separate FFI or otherwise take FFB or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made withor to avoid or cause to be withdrawn or terminated, or material written materials submitted towithout prejudice to the Parties, any third party and/or action or proceeding by any Governmental Entity Entity, in connection with the Merger authorization, execution and delivery of this Agreement and the consummation of the Merger as contemplated hereby, and (iii) make all necessary filings, and thereafter make any other transactions contemplated by required submissions, with respect to this Agreement. In exercising , the foregoing rightMerger required under (A) the Bank Merger Act, (B) HOLA, (C) the California Financial Code, (D) the CGCL; (E) the Securities Act, and any other applicable federal or state securities Laws, and (F) any other Applicable Law; provided, that FFI, FFB and DCB shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to Applicable Laws regarding the Company exchange of information by providing copies of all such documents to the non-filing Party and Parent shall its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith provided that the reviewing Party agrees to act reasonably and as promptly as practicable; provided further, that any initial filings with Governmental Entities (other than the Registration Statement) shall be made by the Party responsible therefor as soon as reasonably practicable; and provided further, that nothing in this Section 6.5(a) shall require the expenditure of money by FFI, FFB or DCB to a third party in exchange for any such consent (other than filing or processing fees). DCB and FFI shall furnish to each other all information reasonably required for any application or other filing under Applicable Law in connection with the transactions contemplated by this Agreement. (db) Each of FFI, FFB and DCB shall give (or shall cause their respective Subsidiaries to give) any notices to third Parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents, (i) Promptly after necessary, proper or advisable to consummate the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of transactions contemplated in this Agreement, or (ii) disclosed in the Regulatory Approval Team will formulate DCB Disclosure Schedule or the approach FFI Disclosure Schedule, as applicable. In the event that any Party hereto shall fail to obtain any such third party consent, that Party shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other Party hereto, to minimize any adverse effect on the consummation of the Merger, DCB, FFI, FFB and their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be taken with respect expected to obtaining result after the Parent Required Statutory Approvals and Effective Time, from the Company Required Statutory Approvals and coordinate filings for failure to obtain such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofconsent.

Appropriate Actions; Consents; Filings. (a) The Company Company, Merger Sub and Parent shall will each cooperate with each other and use (and shall the Company will cause their respective each of its Subsidiaries to use) commercially reasonable best efforts (i) to take take, or to cause to be taken, all actions, and to do, or cause to be taken done, all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and the Agreement, applicable laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and (ii) to obtain as promptly as practicable all from any Governmental Authorities any consents, registrationslicenses, permits, waivers, approvals, permits and authorizations necessary or advisable orders required to be obtained from and to make any third party and/or filings with or notifications or submissions to any Governmental Entity Authority required to be made by such Person in order to consummate connection with the Merger or any authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iii) to make all necessary filings, make such notices, and make any other transactions contemplated by required submissions, with respect to this Agreement, including obtaining that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain the Parent Required Statutory Company Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Orderto comply with Law. (b) Notwithstanding anything Without limiting the foregoing Section 6.1(a), the Company and Parent will make or cause to be made, as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, all filings with and notices to Governmental Authorities that are necessary to obtain all authorizations, consents, expiration of waiting periods, orders and approvals for the execution and delivery of this Agreement and the consummation of the Transactions under applicable Competition Laws, including the HSR Act (the filing fees for which the Parent shall be solely responsible). The Company, Merger Sub and Parent shall furnish to the contrary other such necessary information and reasonable assistance as the other may request in Section 7.10(a)connection with its preparation of any filing, notice or submission that is necessary under applicable Competition Law. The Company and Parent shall keep each other informed of the status of any communications with, and inquiries or requests for additional information from any Governmental Authorities and shall comply promptly with any such inquiry or request. The Company and Parent will use their respective commercially reasonable efforts to obtain any clearance required under any applicable Competition Law for the Transactions, and to request early termination thereunder, to the extent available; provided that Parent shall not be required, in connection with obtaining any license, permit, consent, approval, authorization, qualification or order of any applicable Governmental Authority, to (i) except in compliance with Section 7.10(d)offer or agree to sell, neither the Company nor Parent shall nor shall either permit any of its Subsidiaries tolease, without the prior written consent of the other partylicense, divest or otherwise dispose of, hold separate or otherwise take in any way limit its rights in or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action with respect to, any assets, product lines, categories of assets or businesses or other operations or interests therein of Parent or any of its Affiliates (including, after the Closing, the Company), (ii) entering into any Order, consent decree or other agreement necessary to effectuate the foregoing, (iii) terminating any Contract, lease, license, other legally binding agreement or other business relationship as may be required by any Governmental Authority, (iv) agreeing to make any payment to a third party in exchange for any Consent, or (vi) except with respect to its Subsidiaries any inquiries or requests for additional information from a Governmental Authority with respect to any Competition Laws, litigating, pursuing or defending against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the Subsidiaries transactions contemplated by this Agreement as violative of any applicable Competition Law. (c) Until the Closing, the Company will give prompt notice to Parent upon becoming aware of (i) any change, effect, occurrence, development, event or condition that will or might reasonably be expected to cause any of the businessesrepresentations or warranties set forth in Article III not to be true and correct at the Closing such that the conditions set forth in Sections 7.1 and 7.2 would not be satisfied, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any material failure of its Affiliates, nor the Company or any of its Affiliates shall Subsidiaries to comply with or satisfy any covenant, condition or agreement to be required complied with or satisfied by it under this Agreement, (iii) any written notice or other written communication from any third party alleging a default or event that, with notice or lapse of time or both, would become a default, received by the Company subsequent to divest or hold separate or otherwise take or commit the date of this Agreement, under any Material Contract to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, which the Company or any of their respective its Subsidiaries is a party or Affiliatesis subject, unless such action (iv) any written notice or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, communication from any third party and/or alleging that the consent of such third party is or may be required under any Governmental Entity Material Contract to which the Company or any of its Subsidiaries is a party or is subject in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Agreement or (v) if the Company and Parent shall act determines that a Company Material Adverse Effect has occurred or is reasonably and as promptly as practicableexpected to occur. (d) Parent will give prompt notice to the Company upon becoming aware of (i) Promptly after the date hereofany change, Parent and the Company effect, occurrence, development, event or condition that will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will or might reasonably be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer expected to cause any of the Company representations or warranties set forth in Article IV not to be true and correct at the Closing such that the conditions set forth in Sections 7.1 and 7.3 would not be satisfied, (or his designeeii) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer any material failure of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”)Merger Sub to comply with or satisfy any covenant, provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach condition or agreement to be taken complied with respect or satisfied by it under this Agreement or (iii) if Parent determines that a Parent Material Adverse Effect has occurred or is reasonably expected to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofoccur.

Appropriate Actions; Consents; Filings. Each of the parties to this Agreement shall use their best efforts to (ai) The Company obtain from any domestic or foreign governmental, administrative, judicial or regulatory authority, agency, governmental, administrative, judicial or regulatory authority, agency, commission, body, court, or other legislative, executive, or judicial governmental entity (each a "Governmental Entity" and Parent collectively, the "Governmental Entities") any consents, approvals, authorizations, permits, or orders of Governmental Entities that are required by applicable law to be obtained to permit the parties to consummate the Merger (collectively, the "Government Approvals") required to be obtained or made by parties, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution, and delivery of this Agreement and the consummation of the Merger; and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger under any applicable laws; provided, that the parties to this Agreement shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger preparation and making of all such filings, including, if requested and subject to applicable laws regarding the other transactions contemplated exchange of information by this Agreement. In exercising providing copies of all such documents to the foregoing rightnon-filing party and its advisors prior to filing and, each of if requested, to accept all reasonable changes suggested in connection therewith provided that the Company and Parent shall reviewing party agrees to act reasonably and as promptly as practicable. (d) (i) Promptly . As promptly as practicable after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, Bear Lake shall provide to Xxxxx & Wesson the Regulatory Approval Team audited consolidated financial statements of Bear Lake and its subsidiaries as of and for the nine months ended September 30, 2006, which financial statements will formulate comply as to form in all material respects with the approach to be taken published rules and regulations of the Securities and Exchange Commission with respect thereto. Xxxxx & Wesson shall, within five (5) days after receipt of each invoice submitted by Bear Lake to obtaining Xxxxx & Wesson, pay the Parent Required Statutory Approvals fees of Xxxxx Xxxxxxxx, LLP ("Xxxxx Xxxxxxxx"), the independent registered public accounting firm of Bear Lake, for the review and audit of the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofforegoing financial statements of Bear Lake.

Appropriate Actions; Consents; Filings. (a) The Bancorp and the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actionsappropriate action, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable laws Law or otherwise in order to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing that are intended to be consummated prior to the Effective Time as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to hereafter; (ii) obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable from any Governmental Entity any Government Approvals required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated made by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries Bancorp or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made withor to avoid or cause to be withdrawn or terminated, or material written materials submitted towithout prejudice to the Parties, any third party and/or action or proceeding by any Governmental Entity Entity, in connection with the Merger authorization, execution and delivery of this Agreement and the consummation of the Merger as contemplated hereby; and (iii) make all necessary filings, and thereafter make any other transactions contemplated by required submissions, with respect to this Agreement. In exercising Agreement and the foregoing rightMerger required (A) under the BHCA, each of (B) under the Exchange Act, (C) under the Texas Finance Code (the “Texas Finance Code”), (D) under any other applicable federal or state securities Laws, and (E) under any other applicable Law; provided that the Company and Parent Bancorp shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable Law, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable. The Company and Bancorp shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Bancorp to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on either the Company or Bancorp (measured on a scale relative to the Company) (a “Materially Burdensome Regulatory Condition”). (db) (i) Promptly after the date hereof, Parent Each of Bancorp and the Company will establish a regulatory shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval team (the “Regulatory Approval Team”), the chair of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Governmental Approval will not be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy obtained or that the receipt of any such other person as approval may be designated by Parent’s Chief Executive Officer materially delayed. (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President c) The Company and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) Bancorp shall consist of representatives designated by the Chief Executive Officer of the Company give (or his designeeshall cause their respective Subsidiaries to give) (any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents that are necessary, proper or advisable to consummate the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of transactions contemplated in this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof.

Appropriate Actions; Consents; Filings. (a) The Seller, Company Group and Parent shall Buyer will each cooperate with each other and use commercially reasonable efforts (i) to take, or to cause to be taken, all actions, and shall cause their respective Subsidiaries to use) reasonable best efforts to take do, or cause to be taken done, all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and the Agreement, applicable laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and (ii) to obtain as promptly as practicable all from any Governmental Authorities any consents, registrationslicenses, permits, waivers, approvals, permits and authorizations necessary or advisable orders required to be obtained from and to make any third party and/or filings with or notifications or submissions to any Governmental Entity Authority required to be made by such Person in order to consummate connection with the Merger or any authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iii) to make all necessary filings, make such notices, and make any other transactions contemplated by required submissions, with respect to this Agreement, including obtaining that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain the Parent Required Statutory Company Approvals and to comply with Law. Each Party shall cooperate fully with the Company Required Statutory Approvals other Party and its Affiliates in promptly seeking such a form that none of them would constitute a Burdensome Orderconsents, licenses, permits, waivers, approvals, authorizations or orders. (b) Notwithstanding anything The Seller and Buyer shall use commercially reasonable efforts to the contrary give all notices to, and obtain all consents from, all third parties that are described in Section 7.10(aSchedule 7.1(b); provided, (i) except in compliance with Section 7.10(d)however, that neither Seller nor any member of the Company nor Parent Group shall nor be obligated to pay any consideration therefor; and, provided, further, Buyer shall either permit any of not, and shall cause its Subsidiaries Affiliates not to, contact or otherwise communicate with any third party that has a customer, vendor or other business relationship with any member of the Company Group regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome ActionSeller. (c) Subject The Seller may give prompt notice to applicable laws relating Buyer upon becoming aware of (i) any event or condition that might reasonably be expected to cause any of the representations or warranties set forth in ARTICLE 3 and/or ARTICLE 4 not to be true and correct at the Closing such that the conditions set forth in Sections 8.1 and 8.2 would not be satisfied or (ii) any material failure of the Seller or any member of the Company Group to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. The Seller may also deliver a supplement to the exchange Seller Disclosure Schedules (a “Supplemental Disclosure Schedule”) to the Buyer with respect to any event(s), fact(s), circumstance(s), change(s), condition(s) or matter(s) first arising after the date of informationthis Agreement or of which it became aware after the date hereof. Any disclosure in any such Supplemental Disclosure Schedule shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, Parent including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Sections 8.1 and 8.2 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within five (5) Business Days of its receipt of such Supplemental Disclosure Schedule, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (d) Buyer will give prompt notice to the Company upon becoming aware of (i) any event or condition that might reasonably be expected to cause any of the representations or warranties set forth in ARTICLE 5 not to be true and correct at the Closing such that the conditions set forth in Sections 8.1 and 8.3 would not be satisfied, or (ii) any material failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (e) In the event that as of December 16, 2019, Buyer does not have a reasonable good faith belief, as determined on the advice of Buyer’s auditors, that audited Annual Financial Statements of the Company Group will be completed by Buyer and its auditors on or before January 31, 2020, Buyer shall have the right to review in advancedelay the Closing Date from the anticipated date of January 2, and 2020 (with such Closing being effective as of 12:01 a.m. Eastern Time on January 1, 2020) to the extent practicable each will consult the other onJanuary 31, all the material information relating to Parent or the Company2020 (with such Closing being effective as of 11:59 p.m. Eastern Time on January 31, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”2020), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), ; provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals conditions to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofClosing pursuant to ARTICLE 8 have been satisfied or waived (if permissible).

Appropriate Actions; Consents; Filings. (a) The Company and Parent Corvis shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws Applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. As promptly as practicable after the execution and delivery of this Agreement the Parties shall prepare and file, or cause to be prepared and filed, the necessary application or applications with the FCC seeking any FCC Consent and with the States seeking any State PUC Consents required by any Applicable Laws. Each Party shall provide the other party with all information necessary for the preparation of such applications on a timely basis, including obtaining those portions of such applications which are required to be completed by the Parent Required Statutory Approvals and first Party. Each party hereto shall use its commercially reasonable efforts to refrain from knowingly taking any action that would cause the FCC or any State PUC or other regulatory authority not to grant the FCC consent or any State PUC Consents. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted), including by a private party, to prohibit the Merger, the Company Required Statutory Approvals and Corvis shall use their reasonable best efforts to avoid the institution of any such action or proceeding and to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any temporary, preliminary or permanent decree, judgment, injunction or other order that is in such effect and that prohibits, prevents, delays or restricts consummation of the Merger (it being understood that the foregoing obligation of the parties hereto will cease in the event a form permanent decree, judgment, injunction or other order is issued or is in effect that none is non-appealable and prohibits, prevents, delays or restricts consummation of them would constitute a Burdensome Orderthe Merger). (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws Applicable Laws relating to the exchange of information, Parent Corvis and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent Corvis or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent Corvis shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.03, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) The Company and Parent agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign Law or, decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to obtain the expiration of any applicable waiting period under any Antitrust Laws, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an “Order”) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the contrary in this Section 6.05, neither the Company nor Parent nor any of their Subsidiaries shall be required (i) to divest or hold separate any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, that would reasonably be expected to have a material adverse effect on the financial condition, results of operations or prospects of either Parent and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, or (ii) to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned on the consummation of the Merger. (c) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use) , and cause their respective Subsidiaries to use, their reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity consents related to or required in order connection with the Merger that are (i) necessary to consummate the Merger or any of the other transactions contemplated by this Agreementhereby, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither disclosed or required to be disclosed in the Parent Disclosure Letter or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the CompanyDisclosure Letter, as the case may be, or (iii) required to prevent a Parent Material Adverse Effect or a Company Material Adverse Effect from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third person described in this subsection (c), such party will use its reasonable efforts, and will take any of such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, that appear in any filing made withand their respective businesses resulting, or material written materials submitted tothat could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (d) Each of the Company and Parent will give prompt notice to the other of (i) any third party and/or notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting the Company, Parent or their respective Subsidiaries that relate to the consummation of the Merger and (iv) if there has been a material change in its current or future business, financial condition or results of operations or any event or condition that might reasonably be expected to cause or result in any of its representations or warranties contained herein to be untrue or inaccurate in any material respect or to materially delay or impede the other ability of either the Company or Parent, respectively, to consummate the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy Agreement or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as fulfill their respective obligations set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofherein.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws Applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted), including obtaining by a private party, to prohibit the Parent Required Statutory Approvals and Merger, the Company Required Statutory Approvals and Parent shall use their reasonable best efforts to avoid the institution of any such action or proceeding and to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any temporary, preliminary or permanent decree, judgment, injunction or other order that is in such effect and that prohibits, prevents, delays or restricts consummation of the Merger (it being understood that the foregoing obligation of the parties hereto will cease in the event a form permanent decree, judgment, injunction or other order is issued or is in effect that none is non-appealable and prohibits, prevents, delays or restricts consummation of them would constitute a Burdensome Orderthe Merger). (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws Applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (c) Subject to Applicable Laws relating to the exchange of information, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement. (d) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Material Adverse Effect on the Company or Parent, respectively. Neither the Company nor Parent shall permit any of its officers, employees or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the Merger and the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. (e) Parent does not intend to become, and shall use its reasonable best efforts to avoid becoming, a bank holding company or financial holding company under the Bank Act on an ongoing basis as a result of the Merger. The Company shall assist and cooperate with Parent (i) Promptly after in the date hereofpreparation and submission of any regulatory applications and filings with applicable Bank Regulatory Authorities that are reasonably necessary to give effect to such intent and (ii) in the pursuit of any other actions that are reasonably necessary to give effect to such intent, Parent including without imitation assisting in obtaining consents and approvals for transfers and assignments of assets and liabilities of Concord EFS National Bank. The parties agree that such efforts may include, if necessary to effectuate the Company will establish a regulatory approval team (the “Regulatory Approval Team”)foregoing intent, the chair transfer of which will be Parent’s Executive Vice Presidentassets and liabilities of Concord EFS National Bank or other reorganization or restructuring of Concord EFS National Bank (collectively, Government & Environmental Affairs and Public Policy a "Bank Restructuring") either after or such other person as may be designated by Parent’s Chief Executive Officer (immediately prior to the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”)Effective Time, provided that there the parties shall use their reasonable best efforts to cause the Bank Restructuring to be one more Parent Regulatory Approval Coordinator than consummated after the Effective Time. In no event shall the Company Regulatory Approval Coordinator. Subject be obligated to Section 7.10(d)(ii), transfer any asset or liability of Concord EFS National Bank or otherwise consummate any Bank Restructuring prior to the Regulatory Approval Team Chairperson Effective Time unless and until all other conditions set forth in Article VIII have been satisfied or waived and the Regulatory Approval Team Vice-Chair closing of the Merger will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofcompleted immediately thereafter.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall Buyer will each cooperate with each other and use commercially reasonable efforts (i) to take, or to cause to be taken, all actions, and shall cause their respective Subsidiaries to use) reasonable best efforts to take do, or cause to be taken done, all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and the Agreement, applicable laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and (ii) to obtain as promptly as practicable all from any Governmental Authorities any consents, registrationslicenses, permits, waivers, approvals, permits and authorizations necessary or advisable orders required to be obtained from and to make any third party and/or filings with or notifications or submissions to any Governmental Entity Authority required to be made by such Person in order to consummate connection with the Merger or any authorization, execution and delivery of this Agreement and the consummation of the Transactions, (iii) to make all necessary filings, and make any other transactions contemplated by required submissions, with respect to this Agreement, including obtaining the Parent Required Statutory Approvals and that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain, the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome OrderApprovals. (b) Notwithstanding anything The Company will give any notices to third Persons, and use commercially reasonable efforts to obtain any consents from third Persons required under any contracts, licenses, leases or other agreements in connection with the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent consummation of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome ActionTransactions. (c) Subject The Company will give prompt notice to applicable laws relating Buyer upon becoming aware of (i) any event or condition that might reasonably be expected to cause any of the exchange representations or warranties set forth in Article III not to be true and correct at the Closing such that the conditions set forth in Sections 7.1 and 7.2 would not be satisfied; (ii) any material failure of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may beor of any officer, and director, employee or agent thereof, to comply with or satisfy any of their respective Subsidiariescovenant, that appear in any filing made with, condition or material written materials submitted to, any third party and/or any Governmental Entity in connection agreement to be complied with the Merger and the other transactions contemplated or satisfied by it under this Agreement. In exercising ; or (iii) any material deterioration in the foregoing right, each of relationship between the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereofany Customer, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”)Supplier, the chair or key employees of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating delivery of any notice pursuant to this Section 6.1(c) will not limit or otherwise affect the approach remedies available hereunder to be taken with respect Buyer or the conditions to obtaining Buyer or Merger Sub’s obligation to consummate the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofMerger.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall Buyer will cooperate with each other and use (and shall will cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Buyer Required Statutory Approvals and the Company Required Statutory Approvals and other actions requested in such a form that none of them would constitute a Burdensome Orderorder to satisfy the conditions to the parties’ obligations set forth in Article VII. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent Buyer and the Company shall will have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent Buyer or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall Buyer will act reasonably and as promptly as practicable. (dc) (i) Promptly after the date hereof, Parent Buyer and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair chairperson (the “Chairperson”) of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy Xxxxx Xxxxxxx or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) Buyer and the other members of which (the “Regulatory Approval Coordinators”) shall will consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) Buyer (the “Parent Regulatory Approval Buyer Coordinators”), provided that there shall which will be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson equal in number unless Buyer and the Regulatory Approval Team Vice-Chair Company otherwise agree. The Chairperson will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall will reside with the entire Regulatory Approval Team and not a committee thereof. The responsibility for formulating the approach to be taken with respect to all required approvals from Governmental Entities (including but not limited to the Buyer Required Statutory Approvals) other than the Company Required Statutory Approvals will reside with Buyer, unless Buyer otherwise agrees; provided, however, that Buyer will (A) regularly consult with the Company regarding such approvals and (B) not agree to any terms or conditions contained in or relating to such approvals without the Company’s prior written consent, which consent shall not be unreasonably withheld.

Appropriate Actions; Consents; Filings. Each of Parent and the Company has agreed to use its reasonable best efforts to consummate the Transactions, including (ai) The Company promptly obtain all actions or nonactions, consents, permits, waivers, approvals, authorizations and orders from Governmental Entities or other persons necessary or advisable in connection with the consummation of the Transactions, (ii) as promptly as practicable, and in any event within ten business days after the date of the Merger Agreement, make and not withdraw (without the Company's consent) all registrations and filings with any Governmental Entity or other persons necessary or advisable in connection with the consummation of the Transactions, including the filings required of the parties to the Merger Agreement or their "ultimate parent entities" under the HSR Act or any other Antitrust Law, and promptly make any further filings pursuant thereto that may be necessary or advisable, (iii) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its affiliates is a party challenging or affecting the Merger Agreement or the consummation of the Transactions, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (iv) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the Transactions, in each case until the issuance of a final, non-appealable order with respect thereto, (v) seek to resolve any objection or assertion by any Governmental Entity challenging the Merger Agreement or the Transactions, and (vi) execute and deliver any additional instruments necessary or advisable to consummate the Transactions. With respect to certain regulatory matters, and without limiting the provisions described above in this Section 11—"The Merger Agreement; Other Agreements—Appropriate Actions; Consents; Filings": • Parent shall cooperate with each other and use promptly take (and shall cause their respective Subsidiaries each of its affiliates to usetake) reasonable best efforts any and all actions necessary or advisable in order to take avoid or cause eliminate each and every impediment to be taken all actionsthe consummation of the Transactions, and do obtain all approvals and consents under any Antitrust Laws that may be required by any foreign or cause U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws enable the parties to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing Transactions as promptly as practicable all documentation practicable; provided that such actions shall only be deemed to effect all necessary noticesrequire accepting operational restrictions or limitations on, reports and other filings and committing to obtain as promptly as practicable all consentsor effecting the sale, registrationslicense, approvalsdisposition or holding separate of, permits and authorizations necessary such assets or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets businesses of Parent, Purchaser, the Company Company, the Surviving Corporation or any of their respective Subsidiaries affiliates (and the entry into agreements with, and submission to decrees, judgments, injunctions or Affiliates and (iiorders of the relevant Governmental Entity) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall as may be required to divest obtain such approvals or hold separate consents of such Governmental Entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise take have the effect of preventing or commit materially delaying the consummation of the Transactions (such actions, "Antitrust Divestitures") if such Antitrust Divestitures would not, individually or in the aggregate, reasonably be expected to take have a material adverse effect on Optical Holding and its subsidiaries, or a Company Material Adverse Effect, immediately after giving effect to the Merger. • The Company may make, subject to the condition that the Transactions actually occur, any undertakings (including undertakings to accept operational restrictions or limitations or to make sales or other dispositions, provided that such restrictions, limitations, sales or other dispositions are conditioned upon the consummation of the Transactions) as are required to obtain such approvals or consents of such Governmental Entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. • Each of Parent, Purchaser and the Company shall give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action that limits its freedom of action or legal proceeding by or before any Governmental Entity with respect to its Subsidiariesthe Transactions, keep the other parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and promptly inform the Subsidiaries other parties of any communication to or from any Governmental Entity regarding the transaction. For purposes of the businessesthis Offer to Purchase, product lines or assets of Parent"Antitrust Laws" means, the Company HSR Act and any other applicable U.S. or any of their respective Subsidiaries foreign competition, antitrust, merger control or Affiliatesinvestment laws. As described below under "Section 16—Certain Legal Matters; Regulatory Approvals", unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of informationon October 29, 2013, Parent and the Company were notified that the applicable agencies of the U.S. government have granted early termination of the applicable waiting periods under the HSR Act, relating to the purchase of Shares pursuant to the Offer and consummation of the Merger. Publicity. Parent and the Company shall have consult with each other before issuing any press release or otherwise making any public statements with respect to the right Transactions and shall not issue any such press release or make any such public statement prior to review such consultation, except as may be required by applicable Law, fiduciary duties or by obligations pursuant to any listing agreement with any national securities exchange. Employee Matters. Parent agreed that, for the period beginning at the Effective Time and continuing through the period ending on the first anniversary thereof, it shall provide or shall cause its subsidiaries (including the Surviving Corporation) to provide (i) base salary, wages, bonus opportunities and long-term incentive compensation opportunities (in advancethe form of equity-based or cash-based awards or a combination thereof, and severance benefits) to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each employee of the Company and its subsidiaries immediately prior to the Effective Time (each, a "Company Employee") that are substantially comparable, in the aggregate, to the rate of base salary, wages, bonus opportunities and long-term incentive compensation opportunities (in the form of equity-based or cash-based awards or a combination thereof, and severance benefits) provided to such Company Employee immediately prior to the Effective Time; and (ii) employee benefits (other than equity-based compensation or retiree medical benefits) to each Company Employee that are substantially comparable, in the aggregate, to the employee benefits (other than equity-based compensation or retiree medical benefits) provided to such Company Employee immediately prior to the Effective Time. From and after the Effective Time, Parent shall, or shall act reasonably cause its subsidiaries, including the Surviving Corporation, to assume, honor and continue all of the Company's and its subsidiaries' employment, severance, retention and termination plans, policies, programs, agreements and arrangements (including any change in control or severance agreement between the Company or its subsidiaries and any Company Employee), in each case, in accordance with their terms as promptly as practicable. (d) (i) Promptly in effect immediately prior to the Effective Time. The Company shall take all necessary actions such that no Shares may be purchased under the Company Stock Purchase Plan on or after the date hereofof the Merger Agreement. As of the Effective Time, the Company Stock Purchase Plans shall terminate without this creating any obligation on the part of Parent or the Surviving Corporation to provide similar benefits or compensation for such termination after the Effective Time. Parent and Purchaser have each agreed to cause Optical Holding to comply with the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility foregoing to the Regulatory Approval Coordinators. Subject full extent that Parent and Purchaser are required to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofdo so.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall each use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable Law. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Subject to Section 6.03, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) The Company and Parent agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Tradx Xxxxxssion Act, as amended, xxx xxy other Federal, state or foreign Law or, decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to obtain the expiration of any applicable waiting period under any Antitrust Laws, to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the contrary in this Section 6.05, neither the Company nor Parent nor any of their Subsidiaries shall be required (i) to divest or hold separate any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, that would reasonably be expected to have a material adverse effect on the financial condition, results of operations or prospects of either Parent and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, or (ii) to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned on the consummation of the Merger. (c) Each of Parent and the Company shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use) , and cause their respective Subsidiaries to use, their reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity consents related to or required in order connection with the Merger that are (i) necessary to consummate the Merger or any of the other transactions contemplated by this Agreementhereby, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither disclosed or required to be disclosed in the Parent Disclosure Letter or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the CompanyDisclosure Letter, as the case may be, or (iii) required to prevent a Parent Material Adverse Effect or a Company Material Adverse Effect from occurring prior to or after the Effective Time. If any party shall fail to obtain any consent from a third person described in this subsection (c), such party will use its reasonable efforts, and will take any of such actions reasonably requested by the other party hereto, to limit the adverse affect upon the Company and Parent, their respective Subsidiaries, that appear in any filing made withand their respective businesses resulting, or material written materials submitted tothat could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (d) Each of the Company and Parent will give prompt notice to the other of (i) any third party and/or notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting the Company, Parent or their respective Subsidiaries that relate to the consummation of the Merger and (iv) if there has been a material change in its current or future business, financial condition or results of operations or any event or condition that might reasonably be expected to cause or result in any of its representations or warranties contained herein to be untrue or inaccurate in any material respect or to materially delay or impede the other ability of either the Company or Parent, respectively, to consummate the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy Agreement or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as fulfill their respective obligations set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofherein.

Appropriate Actions; Consents; Filings. (a) The CVBF and FCBS shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicable hereafter, (ii) obtain from any Governmental Entity any Government Approvals required to be obtained or made by FCBS or CVBF or any of their respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Holding Company Merger and Parent the Bank Merger as contemplated hereby and thereby, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Holding Company Merger and the Bank Merger required under (A) the BHCA, (B) the California Financial Code, (C) the Bank Merger Act, (D) the Exchange Act, (E) the National Bank Act and any other applicable federal or state securities Laws, and (F) any other applicable Law; provided, that FCBS and CVBF shall cooperate with each other in connection with the preparation and use making of all such filings, including, if requested, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided further, that any initial filings with Governmental Entities (other than the Registration Statement, the Agreement of Merger, the Certificate of Merger and the Agreement of Bank Merger) shall be made by CVBF as soon as reasonably practicable after the execution hereof; and provided further, that nothing in this Section 5.4(a) shall require the expenditure of money by CVBF or FCBS to a third party in exchange for any such consent (other than filing or processing fees) except as required by applicable Law. FCBS and CVBF shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the transactions contemplated by this Agreement. (b) FCBS and CVBF shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use) , and cause their respective Subsidiaries to use, reasonable best efforts to take or cause to be taken all actionsobtain any third party consents, and do or cause to be done all things, (i) necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by in this Agreement, including obtaining or (ii) disclosed in the Parent Required Statutory Approvals FCBS Confidential Disclosure Schedule or CVBF Confidential Disclosure Schedule, as applicable. In the event that either party shall fail to obtain any such third party consent, that party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything other party hereto, to minimize any adverse effect on the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent consummation of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Holding Company Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businessesBank Merger, product lines or assets of ParentFCBS and CVBF, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made withand their respective businesses resulting, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act which could reasonably and as promptly as practicable. (d) (i) Promptly be expected to result after the date hereofEffective Time, Parent and from the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or failure to obtain such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofconsent.

Appropriate Actions; Consents; Filings. (a) The Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, in the case of the Company, consistent with the fiduciary duties of the Company Board with the advice of the Company's outside counsel, and to assist and cooperate with the other parties in doing, all things necessary to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, and approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations and filings (including filings with Governmental Entities); and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall cooperate file as promptly as practicable with each other the U.S. Federal Trade Commission (the “FTC”) and use the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the notification and shall cause their respective Subsidiaries report form (the “HSR Filing”) required under the HSR Act with respect to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to use its reasonable efforts or take any action pursuant to this Section 6.04 if, there shall have been a Change in Recommendation. The HSR Filing shall be in substantial compliance with the requirements of the Laws, as soon as practicableapplicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, including preparing Company and filing as promptly as practicable all documentation to effect all necessary noticesParent shall defend and contest any lawsuits or other legal proceedings, reports and other filings and to obtain as promptly as practicable all consentswhether judicial or administrative, registrations, approvals, permits and authorizations necessary challenging this Agreement or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the consummation of the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Orderseeking to have any stay, temporary restraining order, or preliminary injunction entered by any Governmental Entity vacated or reversed. (b) Notwithstanding anything The Company and Parent shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.04, subject to applicable Law, by permitting counsel for the contrary other party to review in Section 7.10(a)advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (i) except as necessary to comply with contractual arrangements, and (ii) as necessary to address good faith legal privilege or confidentiality concerns. Neither party shall file any such document or take such action if the other party has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (A) prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated hereby or (B) cause a condition set forth in compliance with Section 7.10(d), neither Article VII to not be satisfied in a timely manner. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the Company nor Parent shall nor shall either permit consummation of the transactions contemplated by this Agreement at the behest of any of its Subsidiaries to, Governmental Entity without the prior written consent of the other party. (c) Each of the Company and Parent shall promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, divest then such party shall endeavor in good faith to make, or hold separate cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party shall advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party shall use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such Law or Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (d) In furtherance and not in limitation of the provisions of this Section 6.04, Company and Parent agree to use their reasonable efforts to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade Law that may be asserted by any Governmental Entity or any other party so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible. Notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be required to, nor shall the Company (without the consent of Parent, which may be withheld in Parent’s sole discretion), negotiate, commit to or effect by Order or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto or enter into any Order, accept any undertaking or condition or otherwise take or commit to take any action actions that limits its freedom or the freedom of the other party, or after the Mergerwould limit Parent’s, the freedom of action of Parent Company’s or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its ’ freedom of action with respect to its Subsidiariesto, or the Subsidiaries or ability to exclusively retain, any of the their businesses, product lines lines, technologies or assets assets, or otherwise limit Parent’s or its Affiliates’ ability to receive the full benefits of this Agreement. In no event shall Parent or Merger Sub be required to (nor will the Company, without Parent’s consent, which may be withheld at Parent’s reasonable discretion) pay any fee, penalty or other consideration to any third party for any consent or approval required for the Company consummation of the transactions contemplated by this Agreement under any Contract. In addition, Parent shall use its reasonable efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the consummation of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Actionthe Closing. (ce) Subject to applicable laws relating to the exchange of informationThe Company and Parent shall, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult permitted by Law, promptly provide the other on, with copies of all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing filings made with, or material written materials submitted to, any third by such party and/or with any Governmental Entity in connection with the Merger this Agreement and the other transactions contemplated by this Agreement. In exercising , other than the foregoing right, each portions of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy such filings that include confidential or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility proprietary information not directly related to the Regulatory Approval Coordinators. Subject to the terms and conditions of transactions contemplated by this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof.

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall Parties will cooperate with each other in connection with, and each Seller and Acquired Company shall use (and shall cause their respective Subsidiaries to use) commercially reasonable best efforts to take (a) take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and the Ancillary Agreements to which they are a party, applicable laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to (b) obtain as promptly as practicable all from any Governmental Authorities any consents, registrationslicenses, Permits, waivers, approvals, permits and authorizations necessary or advisable Orders required to be obtained from and to make any third party and/or filings with or notifications or submissions to any Governmental Entity Authority required to be made in order to consummate the Merger or any of the other transactions contemplated by connection with this Agreement, including obtaining the Parent Required Statutory Approvals Ancillary Agreements and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent consummation of the Transactions, and (c) make all necessary filings, notices and other partyrequired submissions, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries this Agreement and the Ancillary Agreements, that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain the Subsidiaries or any Company Approvals and to comply with applicable Law. Each of the businessesCompany Approvals shall be in writing and in form and substance reasonably satisfactory to Buyer, product lines and executed counterparts of such Company Approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything herein to the contrary, none of Buyer or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest pay any amounts in connection with obtaining any Company Approvals or hold separate or otherwise take or commit to take provide any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any guarantees of the businesses, product lines or assets obligations of Parent, the any Acquired Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome ActionSeller. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof.

Appropriate Actions; Consents; Filings. (a) The Company and Parent Each Party hereto shall cooperate with each other and use its commercially reasonable efforts (and shall cause their respective Subsidiaries i) to use) reasonable best efforts to take take, or cause to be taken taken, all actionsappropriate action, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable laws Applicable Law or otherwise in order to enable that Party to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing that are intended to be consummated prior to the Effective Time as promptly as practicable all documentation to effect all necessary noticeshereafter, reports and other filings and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable from any Governmental Entity any Government Approvals required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated made by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent Party or any of its Affiliates Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the Parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger as contemplated hereby, and (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to its Subsidiaries this Agreement or the Subsidiaries Merger required under (A) the Bank Merger Act and the BHCA, (B) the HCFC and the HBCA, (C) the CFC and the CGCL; (D) the Securities Act, and any other applicable federal or state securities Laws, and (E) any other Applicable Law; provided, that each of the businessesParties shall cooperate with the others in connection with the preparation and making of all such filings, product lines or assets of Parentincluding, the Company or any of their respective Subsidiaries or Affiliates if requested and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required subject to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to Applicable Laws regarding the exchange of information, Parent and the Company shall have the right to review in advance, and by providing copies of all such documents to the extent practicable each will consult the other onnon-filing Party and its advisors at least two (2) Business Days prior to filing and, if requested, to accept all the material information relating to Parent reasonable additions, deletions or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity changes suggested in connection with therewith provided that the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall reviewing Party agrees to act reasonably and as promptly as practicable; provided further, that the Party responsible for any initial filings with Governmental Entities shall make such filings as soon as reasonably practicable under the circumstances then in effect, except that FFB will use its commercially reasonable efforts to file the Interagency Merger Application not later than thirty (30) days following the date of this Agreement; and provided further, that nothing in this Section 6.5(a) shall require the expenditure of money by FFI, FFB or PRB to a third party in exchange for any such consent (other than filing or processing fees). PRB and FFI shall furnish to each other all information reasonably required for any application or other filing under Applicable Law in connection with the transactions contemplated by this Agreement. (db) Each Party shall give (or shall cause its respective Subsidiaries, if any, to give) any notices to third parties, and use, and cause its Subsidiaries to use, commercially reasonable efforts to obtain any third party consents, (i) Promptly after necessary, proper or advisable to consummate the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of transactions contemplated in this Agreement, or (ii) disclosed in the Regulatory PRB Disclosure Schedule or the FFI Disclosure Schedule, as applicable. In the event that any Party hereto shall fail to obtain any such third party consent, that Party shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the either of the other Parties hereto, to minimize any adverse effect on the consummation of the Merger, PRB, FFI and FFB and their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to have obtained such third party consent. (c) The Parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent, waiver or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any such Governmental Approval Team will formulate not be obtained, or that the approach receipt of any such Approval will be materially delayed or will be made subject to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals any Burdensome Condition (as set forth defined in Subsection 9.1(c) below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereof).

Appropriate Actions; Consents; Filings. (a) The Company and Parent shall each use their reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things that, in either case, are necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Authority or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder and (C) any other applicable law. Company and Parent acknowledge that the Warburg Entities and certain of their affiliates may be required to make a filing under the HSR Act and shall provide such assistance to the Warburg Entities and their affiliates as is reasonably required for the Warburg Entities and their affiliates to obtain approval from the Federal Trade Commission in connection therewith. Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and use (its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Company and Parent shall cause their respective Subsidiaries furnish to use) reasonable best efforts to take each other all information required for any application or cause other filing to be taken made pursuant to any applicable law or the regulations of any Governmental Authority (including all actions, and do or cause information required to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective included in the Merger Proxy Statement/Prospectus and the other Registration Statement) in connection with the transactions contemplated by this Agreement as soon as practicableAgreement. (b) Parent and Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use all of their respective reasonable efforts to obtain any government clearances required for Closing (including through compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests for information, and to contest and resist any action, including preparing and filing as promptly as practicable all documentation to effect all necessary noticesany legislative, reports and other filings administrative or judicial action, and to obtain as promptly as practicable all consentshave vacated, registrationslifted, approvalsreversed or overturned any decree, permits and authorizations necessary judgment, injunction or advisable to be obtained from any third party and/or any Governmental Entity in other order to consummate (whether temporary, preliminary or permanent) (each, an "ORDER") that restricts, prevents or prohibits the consummation of the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries toincluding, without the prior written consent limitation, by vigorously pursuing all available avenues of the other party, divest or hold separate or otherwise take or commit administrative and judicial appeal and all available legislative action. Parent and Company also agree to take any action that limits its freedom or the freedom and all of the other partyfollowing actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable laws regarding the Merger: entering into negotiations; providing information; substantially complying with any second request for information pursuant to the HSR Act; making proposals; and entering into and performing agreements or submitting to judicial or administrative orders; provided, however, that in no event shall Parent or Company take, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take take, any action that limits its freedom of action with respect would reasonably be expected to its Subsidiaries, result in a Company Material Adverse Effect or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the CompanyMaterial Adverse Effect, as the case may be. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. (c) Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or is reasonably likely to be required as a condition to the Merger, (ii) any notice or other communication from any Governmental Authority in connection with the Merger, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting Company, Parent or their Subsidiaries that relate to the consummation of the Merger; and (iv) any change that is reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect, respectively, or is likely to delay or impede the ability of either Company or Parent, respectively, to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (i) Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any consents from third Persons (A) necessary, proper or advisable to consummate the transactions contemplated by this Agreement or to satisfy any of the conditions set forth in Article VIII, (B) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated hereby or (C) required to prevent a Company Material Adverse Effect from occurring prior to or after the Effective Time or a Parent Material Adverse Effect from occurring after the Effective Time. (ii) If any party shall fail to obtain any consent from a third Person described in subsection (d)(i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon Company and Parent, their respective Subsidiaries, that appear in any filing made withand their respective businesses resulting, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act that would reasonably and as promptly as practicable. (d) (i) Promptly be expected to result after the date hereofEffective Time, Parent and from the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or failure to obtain such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofconsent.

Appropriate Actions; Consents; Filings. (a) The Company From and Parent after the date hereof, each of Buyer and Seller shall, and each shall cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions necessary or advisable under any applicable Law to cause all the conditions set forth in Article VII to be satisfied and to consummate and make effective as promptly as reasonably practical (and in any event no later than the Outside Date) the transactions contemplated hereby, including (i) preparing and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated hereby as soon as practicable (and solely with respect to notifications required under the HSR Act, in any event within ten (10) Business Days of the date hereof), (ii) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement, (iii) obtaining promptly (and in any event no later than the Outside Date) of all regulatory approvals from any Governmental Body required to be obtained under applicable Laws in connection with the transactions contemplated hereby prior to the Closing, and (iv) defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby. Without limiting the foregoing, Buyer and Seller shall, and each shall cause its respective Affiliates to, take all actions necessary to obtain (and shall cooperate with each other in obtaining) any regulatory approvals (which actions shall include furnishing all information required in connection with such approvals) required to be obtained or made by Buyer or Seller under applicable Laws in connection with the transactions contemplated hereby. Additionally, neither Buyer nor Seller shall take, or permit any of its respective Affiliates to take, any action after the date hereof that would reasonably be expected to prevent, impair or delay the obtaining of, or result in not obtaining, any regulatory approval under applicable Laws necessary to be obtained prior to the Closing. (b) Prior to the Closing, Buyer and use (Seller shall each keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required regulatory approvals under applicable Law. Each Party shall cause promptly notify the other Party of any communication it or any of its Affiliates or any of their respective Subsidiaries representatives receives from any Governmental Body relating to usethe matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Body. Each Party shall promptly consult with the other Party to provide any necessary information with respect to all filings to be made by such Party with any Governmental Body or any other information to be supplied by such Party to a Governmental Body in connection with this Agreement or the transactions contemplated hereby. Each Party shall promptly inform the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally of) any communication from any Governmental Body regarding the transactions contemplated hereby, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written (or any proposed oral) communication with any such Governmental Body. If either Party or any representative of such Party receives a request for additional information or documentary material from any Governmental Body with respect to the transactions contemplated hereby, then such Party will use reasonable best efforts to take make, or cause to be taken made, promptly and after consultation with the other Party, an appropriate response in compliance with such request. Neither Party nor its respective representatives shall participate in any meeting or communication (whether in person, via video or telephone conference) with any Governmental Body in connection with this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Body, gives the other Party and its representatives the opportunity to attend and participate thereat. Each Party shall furnish the other Party with copies of all actionscorrespondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Body with respect to this Agreement or the transactions contemplated hereby, and do furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of filings or cause submissions of information to any such Governmental Body. Buyer and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.3(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and will not be disclosed by such outside counsel to employees, officers, managers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or Seller, as the case may be) or its legal counsel. Materials otherwise required to be done all things, necessary, proper provided pursuant to this Section 6.3(b) may be withheld or advisable on redacted (i) to maintain the confidentiality of references concerning the valuation of or future plans for the Company or its part under this Agreement and applicable laws to consummate and make effective the Merger and the Affiliates or other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any sensitive internal information of the other transactions contemplated by this Agreementsource Party, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order(ii) as necessary to comply with contractual obligations or applicable Law or (iii) as necessary to address reasonable privilege concerns. (bc) Notwithstanding anything to the contrary set forth elsewhere in this Agreement, Buyer shall, and shall cause its Affiliates to, take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve such objections, if any, as any Governmental Body or any other Person may assert under any applicable Laws with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any applicable Laws that may be asserted by any Governmental Body or any other Person with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date); provided, however, that neither Buyer nor any of its Affiliates shall be obligated by operation of this Section 7.10(a), 6.3 to (i) except in compliance with Section 7.10(d)propose, neither negotiate, commit to, or effect,, by consent decree, hold separate order, or otherwise, the Company nor Parent shall nor shall either permit sale, divestiture, lease, license, transfer or disposition, before or after the Closing, of any assets, licenses, operations, rights, product lines, businesses or interests therein of Buyer or any of its Subsidiaries to, without the prior written consent Affiliates or of the other partyCompany, (ii) to create, terminate, or divest relationships, ventures, contractual rights or hold separate obligations of Buyer or any of its Affiliates or of the Company or (iii) otherwise take or commit to take any action that limits would limit Buyer’s or any of its freedom or the freedom of the other party, or after the Merger, the Affiliates’ freedom of action with respect to, or ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, rights, product lines or properties of Parent Buyer or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicablein order to obtain any regulatory approval necessary to be obtained prior to the Closing, to avoid the commencement of any action to prohibit the transactions contemplated hereby under any applicable Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other Order in any action or proceeding seeking to prohibit or impair the transactions contemplated hereby or delay the Closing beyond the Outside Date. (d) (i) Promptly after In furtherance and not in limitation of the date hereofcovenants of the Parties contained in this Section 6.3, Parent and but subject to the Company will establish a regulatory approval team (the “Regulatory Approval Team”limitations set forth in Section 6.3(c), the chair if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transactions contemplated hereby as violative of which will be Parent’s Executive Vice Presidentany applicable Laws, Government & Environmental Affairs each of Buyer and Public Policy Seller shall use its reasonable best efforts to contest and resist any such action or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”)proceeding and to have vacated, the vice-chair of which will be the Company’s Senior Vice President lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and General Counsel that prohibits, prevents or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer restricts consummation of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereoftransactions contemplated hereby.

Appropriate Actions; Consents; Filings. (a) The Company and Parent Parties shall cooperate with each other in connection with, and the Contributor Parties and the Contributed Companies shall use (and shall cause their respective Subsidiaries to use) commercially reasonable best efforts to take (i) take, or to cause to be taken, all actions, and to do, or cause to be taken done, all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this the Agreement and the other Ancillary Agreements to which they are a party, applicable laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to (ii) obtain as promptly as practicable all from any Governmental Authorities any consents, registrationslicenses, Permits, waivers, approvals, permits and authorizations necessary or advisable Orders required to be obtained from and to make any third party and/or filings with or notifications or submissions to any Governmental Entity Authority required to be made by such Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by connection with this Agreement, including obtaining the Parent Required Statutory Approvals other Ancillary Agreements to and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent consummation of the Transactions, and (iii) make all necessary filings, notices and other partyrequired submissions, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries this Agreement and the Ancillary Agreements, that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain the Subsidiaries or any Company Approvals and to comply with applicable Law. Each of the businessesCompany Approvals shall be in writing and in form and substance reasonably satisfactory to Buyer, product lines and executed counterparts of such Company Approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything herein to the contrary, none of Buyer or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take pay any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity amounts in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each obtaining any Company Approvals or to provide any guarantees of the Company and Parent shall act reasonably and as promptly as practicable. (d) (i) Promptly after the date hereof, Parent and the Company will establish a regulatory approval team (the “Regulatory Approval Team”)obligations of any Contributed Company, the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy Contributor Parties or such any other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofPerson.

Appropriate Actions; Consents; Filings. (a) The Company Company, Merger Sub, and Parent shall Buyer will each cooperate with each other and use (and shall the Company will cause their respective each of its Subsidiaries to use) commercially reasonable best efforts (i) to take take, or to cause to be taken, all actions, and to do, or cause to be taken done, all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and the Agreement, applicable laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and (ii) to obtain as promptly as practicable all from any Governmental Authorities any consents, registrationslicenses, permits, waivers, approvals, permits and authorizations necessary or advisable orders required to be obtained from and to make any third party and/or filings with or notifications or submissions to any Governmental Entity Authority required to be made by such Person in order to consummate connection with the Merger or any authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iii) to make all necessary filings, make such notices, and make any other transactions contemplated by required submissions, with respect to this Agreement, including obtaining that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain the Parent Required Statutory Company Approvals and to comply with Law (provided that the Company Required Statutory Approvals with third-Persons other than Governmental Authorities is set forth in such a form that none of them would constitute a Burdensome OrderSection 6.1(c) below). (b) Notwithstanding anything Without limiting the foregoing Section 6.1(a), the Company and Buyer will make or cause to be made, as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, all filings with and notices to Governmental Authorities that are necessary to obtain all authorizations, consents, expiration of waiting periods, orders and approvals for the execution and delivery of this Agreement and the consummation of the Transactions under applicable Competition Laws, including the HSR Act (the filing fees for which shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the Company). The Company, Merger Sub and Buyer shall furnish to the contrary other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, notice or submission that is necessary under applicable Competition Law. The Company and Buyer shall keep each other informed of the status of any communications with, and inquiries or requests for additional information from any Governmental Authorities and shall comply promptly with any such inquiry or request. The Company and Buyer will use their respective reasonable best efforts to obtain any clearance required under any applicable Competition Law for the Transactions, and to request early termination thereunder, to the extent available. (c) The Company and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are set forth in Section 7.10(a), (i6.1(c) except in compliance with Section 7.10(d), neither of the Company nor Parent Disclosure Schedule; provided, however, no member of the Company Group shall nor be obligated to pay any consideration therefor or incur any liability in connection therewith and provided that obtaining such consents shall either permit any of not be a condition to Closing; and, provided, further, Buyer shall not, and shall cause its Subsidiaries Affiliates not to, contact or otherwise communicate with any third party that has a customer, vendor or other business relationship with any member of the Company Group regarding this Agreement or the Transactions without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. (d) The Company shall give notice to Buyer upon becoming aware of any event or condition that would reasonably be expected to cause the conditions set forth in Sections 7.1 and 7.2 not be satisfied. (ie) Promptly after the date hereof, Parent and Buyer shall give prompt notice to the Company will establish a regulatory approval team (upon becoming aware of any event or condition that would reasonably be expected to cause the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of this Agreement, the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals as set forth below. The primary responsibility for formulating the approach to in Sections 7.1 and 7.3 not be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofsatisfied.

Appropriate Actions; Consents; Filings. (a) The Company Metrocall and Parent Arch shall cooperate with each other and use (use, and shall cause each of their respective Subsidiaries to use) , their reasonable best efforts to take to, as soon as practicable after the date hereof, (i) take, or cause to be taken taken, all appropriate actions, and do do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement and applicable laws law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect (ii) obtain all necessary noticesor appropriate waivers, reports consents or approvals of third parties required in order to preserve material contractual relationships of each Company and other filings and to their respective Subsidiaries, (iii) obtain as promptly as practicable all from any governmental authorities any consents, registrationslicenses, permits, waivers, approvals, permits and authorizations necessary or advisable orders required to be obtained from any third party and/or governmental authorities in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (iv) make all necessary filings, notifications and submissions and thereafter make any Governmental Entity in order other required submissions, with respect to consummate this Agreement and the Merger Merger, required under (A) the HSR Act and Antitrust Laws, (B) the Communications Act, (C) the FCC Regulations, (D) the Telecommunications Laws, and (E) any other applicable law required to be made by Metrocall or Arch or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions; provided, that Metrocall and Arch shall cooperate with each other transactions contemplated by this Agreementin connection with the making of all -52- such filings and submissions, including obtaining providing copies of all such documents to the Parent Required Statutory Approvals non-filing party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Metrocall and Arch shall furnish all information required for any application or other filing or submission to be made pursuant to the Company Required Statutory Approvals rules and regulations of any applicable law in such a form that none of them would constitute a Burdensome Orderconnection with the Transactions. (b) Notwithstanding anything to the contrary in Section 7.10(a), The Companies shall (i) except promptly (and not more than 10 Business Days from the date of this Agreement) file, and cause their respective Subsidiaries to file, with the FCC all necessary applications for consent to transfer in compliance accordance with Section 7.10(d)this Agreement all licenses, neither permits and authorizations issued by the Company nor Parent shall nor shall FCC to either permit any of its Subsidiaries to, without the prior written consent of the other partyCompanies or their respective Subsidiaries, divest (ii) diligently prosecute all applications with the FCC, and all similar governmental authorities for consent to the Transactions, (iii) use their best efforts to resist or hold separate resolve any administrative proceeding or otherwise take or commit suit, including appeals, that may be instituted to take challenge the grant of any action that limits its freedom or the freedom of such applications, (iv) furnish to the other partyparty such information and assistance as such party reasonably may request in connection with the preparation or prosecution of any such applications, (v) consult with and keep the other party promptly apprised of any communications with, and inquiries or after the Mergerrequests for information from, the freedom of action of Parent or any of its Affiliates such governmental authorities with respect to its Subsidiaries or the Subsidiaries or transactions contemplated hereby, and (vi) use their reasonable best efforts to obtain FCC approvals. The Companies shall cooperate to resolve any objections to FCC and other governmental approvals of the businesses, product lines or assets of Parent, the Company or Transactions and shall not voluntarily take actions that would give any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required governmental authorities grounds to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Actioninstitute proceedings against either party. (c) Subject to applicable laws relating Each Company shall promptly (and in not more than five Business Days from the date hereof) make its filings under the HSR Act with respect to the exchange Transactions and shall use all commercially reasonable efforts to promptly make any other required submission under the HSR Act and resolve such objections, if any, as may be asserted by a governmental agency with respect to the Transactions under the Antitrust Laws. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any Transaction as violative of informationany Antitrust Law, Parent each Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each, an "Order") that is in effect and that prohibits, prevents, conditions or restricts consummation of the Merger or the other Transactions, unless by mutual agreement the Companies decide that such litigation or contest is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) the date that either Company has a right of termination under Section 8.1(b) or (ii) the date on which a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each Company shall use all commercially reasonable efforts to review in advancetake such action as may be required to cause the termination or expiration of any waiting periods imposed under the HSR Act or other Antitrust Laws with respect to such Transactions as promptly as possible after the execution of this Agreement. (d) Neither Company shall be required to agree, as a condition to any approval or waiver from any governmental authority, to divest itself of or hold separate any Subsidiary, division, business unit or material asset. (e) Metrocall and to the extent practicable Arch each will shall consult with and keep the other on, all party apprised of the material information status of matters relating to Parent completion of the Transactions, including, without limitation, promptly furnishing the other party with copies of notices or the Companyother communications received by Metrocall or Arch, as the case may be, and or any of their respective its Subsidiaries, that appear in any filing made with, or material written materials submitted to, from any third party and/or any Governmental Entity governmental authority with respect to the Merger and the Transactions. (f) Each of Metrocall and Arch shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third Persons consents (A) necessary, proper or advisable to consummate the Transactions, (B) otherwise required under any contracts, licenses, leases or other agreements in connection with the Merger consummation of the Transactions or (C) required to prevent a Metrocall Material Adverse Effect or Arch Material Adverse Effect from occurring prior to the Effective Time or any like material adverse effect with respect to Parent from occurring after the Effective Time. In the event that any party shall fail to obtain any such third Person consent, such party shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other transactions contemplated by this Agreement. In exercising parties, to limit the foregoing rightadverse effect upon Metrocall, each of Arch and Parent, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Company and Parent shall act reasonably and as promptly as practicableEffective Time, from the failure to obtain such consent. (dg) Nothing in this Agreement shall require Metrocall or Arch to agree to the imposition of conditions, the payment of any material amounts (other than filing fees and Expenses incurred by the parties in connection with obtaining such consents or approvals) or any requirement of divestiture to obtain any consents or approvals from third parties, including governmental authorities, required to consummate the Transactions, and in no event shall any party take, or be required to take, any action that would have a Metrocall Material Adverse Effect or an Arch Material Adverse Effect. (h) Metrocall and Arch agree to cooperate with respect to, and shall cause each of their respective Subsidiaries to cooperate with respect to, and agree to use their reasonable best efforts to contest and resist, any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) of any governmental authority that is in effect and that restricts, prevents or prohibits the consummation of the Merger or any of the Transactions. (i) Promptly In the event any litigation is commenced by any Person relating to the Transactions, either party shall have the right, at its own expense, to reasonably participate therein, and each Company will not settle any such litigation without the consent of the other, which consent will not be unreasonably withheld. (j) In case at any time after the date hereof, Parent and Effective Time any further action is necessary or desirable to carry out the Company will establish a regulatory approval team (the “Regulatory Approval Team”), the chair of which will be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy or such other person as may be designated by Parent’s Chief Executive Officer (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) shall consist of representatives designated by the Chief Executive Officer of the Company (or his designee) (the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions purposes of this Agreement, the Regulatory Approval Team will formulate proper officers and directors of Metrocall, Arch, Parent, Surviving Metrocall Corporation and Surviving Arch Corporation shall take all such necessary action. (k) To the approach extent reasonably practicable, neither Company shall agree to participate in any meeting or discussion with any governmental entity in respect of any filings, investigation or other inquiry concerning this Agreement or the Transactions unless it consults with the other party in advance and, to the extent permitted by such governmental entity, gives the other party the opportunity to attend and participate in such meeting or discussion. (l) Arch and Metrocall shall cooperate and coordinate with each other and use their collective reasonable best efforts to obtain financing required to pay the Cash Election Price at the Closing (the "Financing") as soon as practicable after the date hereof on terms reasonably satisfactory to Metrocall and Arch. Each of Metrocall and Arch shall use its reasonable best efforts to make their respective executive officers and other members of management and employees available upon reasonable advance notice to participate in discussions with financing sources, including roadshows and lender meetings. Each of Metrocall and Arch shall provide, or cause to be taken provided, access to information to potential financing sources and their representatives on the terms and conditions set forth in Section 6.2. (m) Metrocall and Arch expect that their respective executive officers and other members of senior management will continue to perform their respective duties and obligations and intend that any such officers' failure or refusal to cooperate and to take all actions and to do all things reasonably necessary, proper or advisable to consummate and make effective the Transactions, including participating in any proxy solicitation activities with respect to obtaining the Parent Required Statutory Approvals Transactions and securing the Company Required Statutory Approvals and coordinate filings Financing, or otherwise fully cooperate shall constitute grounds for dismissal of such approvals as set forth below. The primary responsibility for formulating the approach to be taken officer with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofcause.

Appropriate Actions; Consents; Filings. (a) The Parent and the Company shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicable hereafter; (ii) obtain from any Governmental Entity any Government Approvals required to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the Parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger as contemplated hereby; and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required (A) under the BHCA, (B) under the Exchange Act, (C) to the Banco de España, (D) under the Texas Finance Code (the “Texas Finance Code”), (E) under any other applicable federal or state securities Laws, and (F) under any other applicable Law; provided that the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals in such a form that none of them would constitute a Burdensome Order. (b) Notwithstanding anything to the contrary in Section 7.10(a), (i) except in compliance with Section 7.10(d), neither the Company nor Parent shall nor shall either permit any of its Subsidiaries to, without the prior written consent of the other party, divest or hold separate or otherwise take or commit to take any action that limits its freedom or the freedom of the other party, or after the Merger, the freedom of action of Parent or any of its Affiliates with respect to its Subsidiaries or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates and (ii) neither Parent or any of its Affiliates, nor the Company or any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its Subsidiaries, or the Subsidiaries or any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not constitute a Burdensome Action. (c) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger preparation and making of all such filings, including, if requested and subject to applicable Law, by providing copies of all such documents to the other transactions contemplated by this Agreement. In exercising non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith provided that the foregoing right, each of the Company and Parent shall reviewing party agrees to act reasonably and as promptly as practicable. ; provided further, that any initial filings with Governmental Entities shall be made by Parent as soon as reasonably practicable after the execution hereof if the Company has cooperated as described above, in no event later than sixty (d60) (i) Promptly days after the date hereof; and provided further, that nothing in this Section 5.04(a) shall require the expenditure of money by Parent or the Company to a third party in exchange for any such consent (other than filing or processing fees). The Company and Parent shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the transactions contemplated by this Agreement. The Parent agrees to promptly provide to the Company complete copies of all of the public portions of all filings with any Governmental Entities in connection with this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on either the Company or Parent (measured on a scale relative to the Company) (a “Materially Burdensome Regulatory Condition”). (b) Each of Parent and the Company will establish a regulatory shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval team (the “Regulatory Approval Team”), the chair of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Governmental Approval will not be Parent’s Executive Vice President, Government & Environmental Affairs and Public Policy obtained or that the receipt of any such other person as approval may be designated by Parent’s Chief Executive Officer materially delayed. (the “Regulatory Approval Team Chairperson”), the vice-chair of which will be the Company’s Senior Vice President c) The Company and General Counsel or such other person as may be designated by the Company’s Chief Executive Officer (the “Regulatory Approval Team Vice-Chair”) and the other members of which (the “Regulatory Approval Coordinators”) Parent shall consist of representatives designated by the Chief Executive Officer of the Company give (or his designeeshall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents, (i) necessary, proper or advisable to consummate the “Company Regulatory Approval Coordinators”) and representatives designated by the Chief Executive Officer of Parent (or his designee) (the “Parent Regulatory Approval Coordinators”), provided that there shall be one more Parent Regulatory Approval Coordinator than Company Regulatory Approval Coordinator. Subject to Section 7.10(d)(ii), the Regulatory Approval Team Chairperson and the Regulatory Approval Team Vice-Chair will assign areas of responsibility to the Regulatory Approval Coordinators. Subject to the terms and conditions of transactions contemplated in this Agreement, or (ii) disclosed in the Regulatory Approval Team will formulate the approach to be taken with respect to obtaining Company Disclosure Schedule or the Parent Required Statutory Approvals and the Company Required Statutory Approvals and coordinate filings for such approvals Disclosure Schedule, as set forth below. The primary responsibility for formulating the approach to be taken with respect to obtaining the Parent Required Statutory Approvals and the Company Required Statutory Approvals and all other approvals to be obtained from federal and foreign Governmental Entities shall reside with the entire Regulatory Approval Team and not a committee thereofapplicable.