Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) Each of the Investor and the Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, including the Additional Agreements set forth in Article IV, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement; the Investor shall make or file any such applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement with respect to the Investment and/or the Company and its Affiliates. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor shall use its reasonable best efforts to promptly obtain, and the Company shall cooperate as may reasonably be requested by the Investor and use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreement. Each of the Investor and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case, subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters as may, in the written opinion of counsel for the Company, be necessary in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the Closing.

Filings; Other Actions. (a) Each of Investor, on the Investor one hand, and the Company shall Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periods, including the Additional Agreements set forth in Article IVperiod, necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement; the Investor shall make or file any such applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement with respect to the Investment and/or the Company and its Affiliateshereby. Each party shall execute and deliver deliver, both before and after the Closing Closing, such further certificates, agreements and other documents documents, and shall take such other actions as the other party may reasonably request to consummate or implement such transactions contemplated by this Agreement or to evidence such events or matters. In particular, the Investor shall use its reasonable best efforts to promptly obtain, and the Company shall cooperate as may reasonably be requested by the Investor and use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreement. Each of the Investor and the Company shall will have the right to review in advanceadvance and, and to the extent practicable practicable, each shall will consult with the other, in each case, subject to applicable laws Laws relating to the exchange of information, with respect to all the information relating to the such other party, party and any of their respective subsidiaries, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement to which it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of the matters relating referred to completion of in this Section 3.3. Investor shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Investor, to the extent permitted by applicable laws Law, with copies of written communications received by them it or their subsidiaries its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (b) Each party agrees. For the avoidance of doubt, upon request, to furnish none of the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters as may, in the written opinion of counsel for the Company, be necessary in connection with any filing, notice or application made by or on behalf of such other party foregoing obligations shall require Investor or any of its subsidiaries Affiliates to take any Governmental Entity action that would (i) result in connection with Investor or its Affiliates being deemed to control the ClosingCompany for purposes of the BHCA or the cross-guaranty liability provisions of the FDI Act, (ii) require Investor or its Affiliates to register as a bank holding company, or (ii) result in the imposition of any Burdensome Condition.

Filings; Other Actions. (a) Each of Purchaser, with respect to itself only, on the Investor one hand, and the Company shall Company, on the other hand, will reasonably cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, as promptly as practicable, but no event later than five (5) days of the date hereof, to effect all necessary and customary applications, notices, petitions, filings and other documents, to promptly obtain the Bank Regulatory Approvals (if applicable to such Purchaser) and to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities, if required or advisable, customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, including the Additional Agreements set forth in Article IVeach case, necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement; the Investor shall make or file any such applications, notices, petitions or filings in each case required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential informationit. In furtherance and not in limitation Each of the foregoing, the Investor and the Company will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement with respect to the Investment and/or the Company and its Affiliates. Each party parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to the first sentence of this Section 4.13. In particularEach Purchaser, the Investor shall use its reasonable best efforts with respect to promptly obtainitself only, and the Company shall cooperate as may reasonably be requested by the Investor and use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreement. Each of the Investor and the Company shall will have the right to review in advance, and to the extent practicable each shall will consult with the other, in each case, case subject to applicable laws Laws relating to the exchange of information, with respect information (other than confidential information related to all the information relating to the other party, such Purchaser and any of their its respective subsidiariesAffiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement; provided that for the avoidance of doubt, no Purchaser shall have the right to review any such information relating to another Purchaser. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.13. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their subsidiaries its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. ; provided, that the party delivering any such document may redact any confidential information contained therein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary in this Section 4.13, no Purchaser shall be required to perform any of the above actions if such performance would constitute or could reasonably result in any restriction or condition that (bi) Each party agreesis materially and unreasonably burdensome, upon request(ii) would materially reduce the benefits of the transactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement, or (iii) would require any Person or group of Persons to furnish register as a bank holding company under the other party with all information concerning itselfBHCA (any such condition or restriction, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters as may, in the written opinion of counsel a “Burdensome Condition”); for the Companyavoidance of doubt, be necessary in connection with any filingrequirement to disclose the identities or financial condition of limited partners, notice shareholders, or application made by or on behalf non-managing members of such other party Purchaser or any its Affiliates or its investment advisers in violation of its subsidiaries such Purchaser’s, Affiliate’s or investment advisor’s confidentiality obligations or organizational fund documents shall be deemed a Burdensome Condition; provided, that such Purchaser shall use commercially reasonable efforts to any cooperate with the Company in engaging with such applicable Governmental Entity in connection with the Closingregarding any potential approaches or workarounds that would avoid such Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition.

Filings; Other Actions. (a) Each of the Investor Investors and the Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, including the Additional Agreements set forth in Article IV, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents and to perform covenants contemplated by this AgreementAgreement and the other Transaction Documents; the Investor Investors shall make or file any such applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor Investors to provide any of itstheir, its their Affiliates’ or its their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company Investors will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii1.2(c)(2)(xii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s Investors’ sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to the Investment and/or the Company and its Affiliates. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor Investors shall use its their reasonable best efforts to promptly obtain, and the Company shall cooperate as may reasonably be requested by the Investor Investors and use its reasonable best efforts to help the Investor Investors promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s Investors’ notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreementthe Transaction Documents. Each of the Investor Investors and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case, subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Investors and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or by any other Transaction Document. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a meeting of its stockholders, promptly after the Closing, to vote on proposals (i) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least 10,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the conversion of the Series B Stock, Series C Stock and the Series D Stock into, and exercise of the Warrant and the TARP Warrant for, Common Stock and (ii) to approve the conversion of the Series B Stock and the Series D Stock into, and exercise of the Warrant for, Common Stock in accordance with the respective terms of the Series B Shares, Series D Shares and the Warrant (collectively, the “Stockholder Proposals”). In addition, promptly following the receipt of the Stockholder Proposals described in clause (i) above, the Company shall call a meeting of its stockholders to amend the Articles of Incorporation to adopt certain restrictions on acquisitions and dispositions of securities by persons that hold, or intend to acquire, 5% or more of the value of the Common Shares of the Company, in substantially the form attached hereto as Exhibit D (the “Charter Amendment Proposal”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposals and the Charter Amendment Proposal. The Investors shall vote or cause to be voted all shares of capital stock beneficially owned by them and eligible to vote on the Stockholder Proposals and the Charter Amendment Proposal and in favor of such Stockholder Proposals and the Charter Amendment Proposal, but only to the extent such Stockholder Proposals and the Charter Amendment Proposal entail only the specific items set forth in the respective definitions thereof. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Investors shall reasonably cooperate with the Company to prepare) and file (but, in the case of the preliminary proxy statement regarding the Stockholder Proposals, in no event more than fifteen business days after the last date on which the Company accepts a subscription agreement from an investor in the Other Private Placements) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of the Investors and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investors prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Investors with reasonable opportunity to comment thereon. The directors’ recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals or the Charter Amendment Proposal, as applicable, is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and, the Board of Directors shall unanimously recommend approval of) such Stockholder Proposal or such Charter Amendment Proposal, as applicable, at a meeting of its stockholders no less than once in each subsequent three-month period until such approval is obtained or made, with such three-month period to commence on the date that is 120 days after the Closing Date to the extent such approval pertains to a Stockholder Proposal. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters as may, in the written opinion of counsel for the Company, may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders’ meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the ClosingClosing and the other transactions contemplated by the Transaction Documents. (d) The Company hereby identifies and agrees to treat the Investors as “Strategic Investors” for purposes of the Agreed Plan, the Series B Stock Articles of Amendment and the Articles of Amendment of Restated Articles of Incorporation of the Company.

Filings; Other Actions. (ai) Each of the Investor and the Company The Purchaser shall cooperate and consult with the other and use its reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all governmental, quasi-governmental, court or regulatory approvals, consents or statements of non-objection that, to its knowledge, are necessary permitsto allow it to acquire the Shares, consentsincluding any approvals, ordersconsents or statements of non-objection required by any state regulatory authorities and the Federal Reserve. The Purchaser agrees (i) that it will use its reasonable efforts to submit to the Federal Reserve (to the extent required) within thirty (30) days of the date hereof, approvals and authorizations of(A) an application or notice under Section 3 and/or 4, as applicable, of the BHCA or a notice under the CIBCA, as applicable, to acquire the Shares (the approval of such application, an "Approval") and/or (B) a request for determination that it shall not be deemed to "control" the Company or any exemption by, all third parties and Governmental Entities, and expiration subsidiary of the Company for purposes of Sections 3 or termination 4 of any applicable waiting periods, including the Additional Agreements set forth in Article IV, necessary BHCA by reason of the purchase of the Shares or advisable to consummate the consummation of the other transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement; the Investor shall make or file any such applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii(a "Non-Control Determination"), and in (ii) it will provide (and, if and as required by the event that Federal Reserve, will cause any of its general partners, managers, managing members or management companies or other controlling entities, as applicable, to provide) any passivity commitments required by the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement with respect to the Investment and/or the Company and its Affiliates. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor shall use its reasonable best efforts to promptly obtain, and the Company shall cooperate as may reasonably be requested by the Investor and use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreement. Each of the Investor and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case, subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees its request to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated herebyobtain such determination. The Investor and the Company determination of whether to seek Approval or a Non-Control Determination shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreementbe at Purchaser's sole discretion. (bii) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders shareholders and such other matters as may, in the written opinion of counsel for the Company, may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. Notwithstanding anything in this Section 6(f) or elsewhere in this Agreement to the Closingcontrary, (1) the Purchaser shall not be required to provide any materials to the Company that it deems private or confidential and (2) the Purchaser shall provide information only to the extent typically provided by the Purchaser to such governmental entities under the Purchaser's policies consistently applied and subject to such confidentiality requests as the Purchaser may reasonably seek.

Filings; Other Actions. (a) Each of the Investor and the Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, including the Additional Agreements set forth in Article IV, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents and to perform covenants contemplated by this AgreementAgreement and the other Transaction Documents; the Investor shall make or file any such applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii1.2(c)(2)(xii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investors Investor and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to the Investment and/or the Company and its Affiliates. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor shall use its reasonable best efforts to promptly obtain, and the Company shall cooperate as may reasonably be requested by the Investor and use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreementthe Transaction Documents. Each of the Investor and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case, subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or by any other Transaction Document. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a meeting of its stockholders, promptly after the Closing, to vote on proposals (i) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least 10,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the conversion of the Series B Stock, Series C Stock and the Series D Stock into, and exercise of the Warrants and the TARP Warrant for, Common Stock and (ii) to approve the conversion of the Series B Stock and the Series D Stock into, and exercise of the Warrants for, Common Stock in accordance with the respective terms of the Series B Shares, Series D Shares and the Warrants (collectively, the “Stockholder Proposals”). In addition, promptly following the receipt of the Stockholder Proposals described in clause (i) above, the Company shall call a meeting of its stockholders to amend the Articles of Incorporation to adopt certain restrictions on acquisitions and dispositions of securities by persons that hold, or intend to acquire, 5% or more of the value of the Common Shares of the Company, in substantially the form attached hereto as Exhibit D (the “Charter Amendment Proposal”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposals and the Charter Amendment Proposal. The Investor shall vote or cause to be voted all shares of capital stock beneficially owned by it and eligible to vote on the Stockholder Proposals and the Charter Amendment Proposal and in favor of such Stockholder Proposals and the Charter Amendment Proposal, but only to the extent such Stockholder Proposals and the Charter Amendment Proposal entail only the specific items set forth in the respective definitions thereof. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Investor shall reasonably cooperate with the Company to prepare) and file (but, in the case of the preliminary proxy statement regarding the Stockholder Proposals, in no event more than fifteen business days after the last date on which the Company accepts a subscription agreement from an investor in the Other Private Placements (excluding the THL Investment)) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of the Investor and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investor prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Investor with reasonable opportunity to comment thereon. The directors’ recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals or the Charter Amendment Proposal, as applicable, is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and, the Board of Directors shall unanimously recommend approval of) such Stockholder Proposal or such Charter Amendment Proposal, as applicable, at a meeting of its stockholders no less than once in each subsequent three-month period until such approval is obtained or made, with such three-month period to commence on the date that is 120 days after the Closing Date to the extent such approval pertains to a Stockholder Proposal. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters as may, in the written opinion of counsel for the Company, may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders’ meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the ClosingClosing and the other transactions contemplated by the Transaction Documents. (d) The Company hereby identifies and agrees to treat the Investor as a “Strategic Investor” for purposes of the Agreed Plan, the Series B Stock Articles of Amendment and the Articles of Amendment of Restated Articles of Incorporation of the Company.

Filings; Other Actions. (a) Each of the Investor Investors and the Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, including the Additional Agreements set forth in Article IV, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents and to perform covenants contemplated by this AgreementAgreement and the other Transaction Documents; the Investor Investors shall make or file any such applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as practicable, and in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor Investors to provide any of itstheir, its their Affiliates’ or its their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company Investors will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii1.2(c)(2)(xii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s Investors’ sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to the Investment and/or the Company and its Affiliates. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor Investors shall use its their reasonable best efforts to promptly obtain, and the Company shall cooperate as may reasonably be requested by the Investor Investors and use its reasonable best efforts to help the Investor Investors promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities (including the Investor’s Investors’ notice to the Federal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the FDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), for the transactions contemplated by this Agreementthe Transaction Documents. Each of the Investor Investors and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case, subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Investors and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or by any other Transaction Document. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a meeting of its stockholders, promptly after the Closing, to vote on proposals (i) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least 10,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the conversion of the Series B Stock, Series C Stock and the Series D Stock into, and exercise of the Warrants and the TARP Warrant for, Common Stock and (ii) to approve the conversion of the Series B Stock and the Series D Stock into, and exercise of the Warrants for, Common Stock in accordance with the respective terms of the Series B Shares, Series D Shares and the Warrants (collectively, the “Stockholder Proposals”). In addition, promptly following the receipt of the Stockholder Proposals described in clause (i) above, the Company shall call a meeting of its stockholders to amend the Articles of Incorporation to adopt certain restrictions on acquisitions and dispositions of securities by persons that hold, or intend to acquire, 5% or more of the value of the Common Shares of the Company, in substantially the form attached hereto as Exhibit D (the “Charter Amendment Proposal”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposals and the Charter Amendment Proposal. The Investors shall vote or cause to be voted all shares of capital stock beneficially owned by them and eligible to vote on the Stockholder Proposals and the Charter Amendment Proposal and in favor of such Stockholder Proposals and the Charter Amendment Proposal, but only to the extent such Stockholder Proposals and the Charter Amendment Proposal entail only the specific items set forth in the respective definitions thereof. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Investors shall reasonably cooperate with the Company to prepare) and file (but, in the case of the preliminary proxy statement regarding the Stockholder Proposals, in no event more than fifteen business days after the last date on which the Company accepts a subscription agreement from an investor in the Other Private Placements (excluding the Warburg Investment)) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of the Investors and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investors prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Investors with reasonable opportunity to comment thereon. The directors’ recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals or the Charter Amendment Proposal, as applicable, is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and, the Board of Directors shall unanimously recommend approval of) such Stockholder Proposal or such Charter Amendment Proposal, as applicable, at a meeting of its stockholders no less than once in each subsequent three-month period until such approval is obtained or made, with such three-month period to commence on the date that is 120 days after the Closing Date to the extent such approval pertains to a Stockholder Proposal. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and stockholders and such other matters as may, in the written opinion of counsel for the Company, may be reasonably necessary or advisable in connection with the proxy statement in connection with such stockholders’ meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the ClosingClosing and the other transactions contemplated by the Transaction Documents. (d) The Company hereby identifies and agrees to treat the Investors as “Strategic Investors” for purposes of the Agreed Plan, the Series B Stock Articles of Amendment and the Articles of Amendment of Restated Articles of Incorporation of the Company.