Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. (a) Sky and Metropolitan and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, all documentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Acquiror and Metropolitan the Company and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, other (subject in each case subject to applicable laws relating to the exchange of information, ) with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the parties hereto Company agrees to act reasonably and as promptly as practicable. Each party hereto of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Western and Metropolitan PNB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Western and PNB shall use their reasonable best efforts to make all required bank regulatory filings, including the appropriate filing with the Regulatory Authorities. Each of Sky Western and Metropolitan PNB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, other (subject in each case subject to applicable laws relating to the exchange of information, ) with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the parties hereto Company agrees to act reasonably and as promptly as practicable. Each party hereto of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan SBI and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, all documentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan SBI shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky FBS and Metropolitan USBC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, any such approvals or authorizations required by the Federal Reserve Board, the OCC and, to the extent necessary, the regulatory authorities of the States in which USBC and its Subsidiaries operate, and (ii) to cause the Merger to be consummated as expeditiously as reasonably practicable. Provided USBC has cooperated as required above, FBS agrees to file the requisite applications to be filed by it with the Federal Reserve, the OCC and, to the extent necessary, the regulatory authorities of the States in which USBC and its Subsidiaries operate, as promptly as reasonably practicable. Each of Sky FBS and Metropolitan USBC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority party or Regulatory Authority.

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky the Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Buyer, WB Sub and Metropolitan Seller and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Authorities, including, without limitation, those required to be filed pursuant with the Federal Reserve Board, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement. Each of Sky Buyer and Metropolitan Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan Three Rivers and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan Three Rivers shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 -promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan Bingxxx xxx Bank and their respective Subsidiaries shall will cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, (i) promptly prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement, and (ii) file within 45 days of the date of this Agreement, the applications necessary to obtain the permits, consents, approvals and authorizations of all Regulatory Authorities necessary to consummate the Merger. Each of Sky and Metropolitan shall have the right to Bingxxx xxx Bank may review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, other with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Party agrees to act reasonably and as promptly as practicable. Each party hereto of Bingxxx xxx Bank agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Agreement. Each of Bingxxx xxx Bank will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyby this Agreement. (b) Each party of Bingxxx xxx Bank agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Zions and Metropolitan Amegy and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreementhereby, (the “Requisite Regulatory Approvals”) as promptly as practicable, and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky Zions and Metropolitan shall Amegy will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesZions and Amegy will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated hereby.

Regulatory Applications. (a) Sky Parent and Metropolitan and their respective Subsidiaries shall the Company will cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Entities necessary to consummate the Merger, the Bank Merger and the other transactions contemplated by this AgreementPlan, and Parent will make all necessary regulatory filings within 20 days of the date hereof. Each of Sky Parent and Metropolitan shall the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange confidentiality of information, with respect all the information relating to such party and any of its respective subsidiaries, that appear in any filing made with, or written materials submitted to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations (collectively, “Approvals”) of all third parties and Governmental Authorities or Regulatory Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan, and each party will keep the other party apprised of the status of material matters relating to such Approvals and completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party, party or Governmental Authority or Regulatory AuthorityEntity.

Regulatory Applications. (a) Sky FNB and Metropolitan Granite and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as practicable all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Any initial filings with Governmental Authorities shall be made by FNB as soon as reasonably practicable after the execution hereof but, provided that Granite has cooperated as described above, in no event later than 60 days after the date hereof. Subject to applicable laws relating to the exchange of information, each of FNB and Granite shall, to the extent practicable, consult with the other on all material written information submitted to any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky United and Metropolitan Fed One and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of such permits, consents, approvals and authorizations. Each of Sky United and Metropolitan Fed One shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Authorities, including as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the West Virginia Division of Banking and the Pennsylvania Department of Banking, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement. Each of Sky Buyer and Metropolitan Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agreesshall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky FNFG and Metropolitan NAL and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (the “Requisite Regulatory Approvals”) and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky FNFG, Merger Sub and Metropolitan shall NAL will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material substantive written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesFNFG and NAL will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, Governmental Authority or Regulatory Authorityin connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky the Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, other (subject in each case subject to applicable laws relating to the exchange of information, ) with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Rurban and Metropolitan Exchange and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Authorities, including, without limitation, those required to be filed pursuant to the BHCA, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement. Each of Sky Rurban and Metropolitan Exchange shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Buyer, Acquisition Sub and Metropolitan Seller and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Authorities, including, without limitation, those required to be filed pursuant to the HSR Act and the BHC Act, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement. Each of Sky Buyer and Metropolitan Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Parent, Merger Sub, and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Entities necessary to consummate the transactions contemplated by this AgreementPlan, and Parent shall make all necessary regulatory filings within 20 days of the date hereof. Each of Sky Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations (collectively, “Approvals”) of all third parties and Governmental Authorities or Regulatory Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to such Approvals and completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party, party or Governmental Authority or Regulatory AuthorityEntity.

Regulatory Applications. (a) Sky and Metropolitan and their respective Subsidiaries Each Party shall cooperate and use their respective its reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, licenses, consents, approvals and authorizations of all third parties and Governmental Authorities, including any Gaming Authority, necessary to consummate the transactions contemplated by this Agreement. Each Party will consult with the other Parties, subject to applicable law, and rules or regulations of any Governmental Authority, including any Gaming Authority, with respect to the obtaining of all material permits, licenses, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party will keep the other party Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party Unless precluded by applicable law, rule or regulation of any Governmental Authority, including any Gaming Authority, each Party agrees, upon request, to furnish furnish, or cause to be furnished, to the other party with others all information concerning itself, its Subsidiariesmembers, managers, directors, officers officers, employees and shareholders affiliates and such other matters as may be reasonably necessary or reasonably advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries the other Parties with respect to this Agreement or the transactions contemplated hereby to any third partyparty or Governmental Authority, Governmental Authority or Regulatory including any Gaming Authority. (c) Without limiting the generality of the foregoing, each of the Parties shall forthwith file, or cause to be filed, such applications with each Gaming Authority as may be necessary or reasonably advisable to obtain all approvals, licensures and finding by each Gaming Authority for approval of the purchase and sale of the Purchased Interest in accordance with the terms of this Agreement.

Regulatory Applications. (a) Sky Each of the Company and Metropolitan Recap and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Entities necessary to consummate the transactions contemplated by this Agreement. Each of Sky the Company and Metropolitan Recap shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory AuthorityEntity.

Regulatory Applications. (a) Sky The Acquiror, its Subsidiaries and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky the Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (aA) Sky Each party shall promptly (i) prepare and Metropolitan submit applications to the appropriate Regulatory Authorities and their respective Subsidiaries shall (ii) make all other appropriate filings to secure all other approvals, consents and rulings, which are necessary for it to complete the Merger. (B) Each of CoreStates and Meridian agrees to cooperate with the other and, subject to the terms and conditions set forth in this Plan, use their respective its reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare and file all documentation and requests for regulatory approvalnecessary documentation, to timely effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this AgreementPlan, including without limitation the regulatory approvals referred to in Section 6.02. Each of Sky CoreStates and Metropolitan Meridian shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to to, any third party or any Governmental Authority or Regulatory Authority Authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (bC) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Wachovia and Metropolitan IJL and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and parties, Governmental Authorities and Self-Regulatory Authorities Organizations necessary to consummate the transactions contemplated by this Agreement. Each of Sky Wachovia and Metropolitan IJL shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or party, any Governmental Authority or any Self-Regulatory Authority Organization 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and parties, Governmental Authorities or and Self-Regulatory Authorities Organizations necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority. (c) Notwithstanding the foregoing, Wachovia shall not be obligated to provide any confidential portions of any of the foregoing.

Regulatory Applications. (a) Sky Vital Images and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky Vital Images and Metropolitan the Company shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult with the other, other (subject in each case subject to applicable laws relating to the exchange of information, ) with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Vital Images and the parties hereto Company agrees to act reasonably and as promptly as practicable. Each party hereto of Vital Images and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permitsPermits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of Vital Images and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. In the case of each of the parties hereto, it shall use its reasonable best efforts (aA) Sky promptly to prepare and Metropolitan submit applications to the appropriate Regulatory Authorities for approval of the Merger, and their respective Subsidiaries shall (B) promptly make all other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger. Each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in this Agreement, use their respective its reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare and file all documentation and requests for regulatory approval, to timely effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities and Regulatory Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the regulatory approvals referred to in SECTION 6.01. Each of Sky the Company and Metropolitan First Union shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to to, any third party or any Governmental Authority or Regulatory Authority regulatory authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Acquiror and Metropolitan the Company and their respective Acquiror's Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, other (subject in each case subject to applicable laws relating to the exchange of information, ) with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the parties hereto Company agrees to act reasonably and as promptly as practicable. Each party hereto of Acquiror and the Company agrees that it will consult with the other party hereto or its legal advisors with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of Acquiror and the Company agrees, upon request, to furnish the other party or its legal advisors with all information concerning itself, its Subsidiaries, in the case of Acquiror, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Subsidiaries, in the case of Acquiror, to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Zions and Metropolitan First Security and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and First Security shall make all necessary regulatory filings as soon as practicable. Each of Sky Zions and Metropolitan First Security shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Each of the Company, RLBI and Metropolitan and their respective Subsidiaries the Bank shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (including the consolidation of any the Bank branches with Merger Subsidiary branches or branches of any other Subsidiary of the Company or the closure of any RLBI branches, in each case as the Company in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities shall be made by the Company as soon as reasonably practicable after the execution hereof but, provided that RLBI has cooperated as described above, in no event later than forty-five (45) days after the date hereof. Each of Sky the Company and Metropolitan RLBI shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party parties with all information concerning itself, its SubsidiariesSubsidiaries (in the case of the Company), directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky SFG and Metropolitan FWB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky SFG and Metropolitan FWB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each 36 41 party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky NB&T and Metropolitan CNC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation applications and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky NB&T and Metropolitan CNC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Parent and Metropolitan the Company and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and and, subject to Section 5.01, to obtain all material permits, consents, approvals waivers, approvals, actions or nonactions and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementTransactions as promptly as practicable, and will make all necessary filings in respect of those Requisite Approvals as soon as practicable. Each of Sky Parent and Metropolitan shall the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Approvals. In exercising the foregoing right, each of the parties hereto agrees to Parties will act reasonably and as promptly as practicable. Each party hereto Party agrees that it will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Requisite Approvals and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyTransactions, including with respect to any material communication with the FTC, the DOJ, CFIUS or any other Governmental Authority (or any of their respective representatives). (b) Each party agreesParent and the Company will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party, party or Governmental Authority in connection with the Transactions and to the extent permitted by the applicable Governmental Authority or Regulatory any Person objecting to the Transactions, give the other Party the opportunity to attend and participate in any meetings and conferences with such Governmental Authority or Person objecting to the Transactions. (c) In connection with and without limiting the foregoing, (1) the Company and Parent shall promptly submit a joint filing and any requested supplemental information (collectively, the “Joint Filing”) to CFIUS pursuant to 31 C.F.R. Part 800 with regard to the Transactions, (ii) Parent shall take responsibility for preparation and submission of the Joint Filing and (iii) the Company hereby agrees promptly to provide to Parent all necessary information and otherwise to assist Parent promptly in order for Parent to complete preparation and submission of the Joint Filing in accordance with this Section 5.08(c)(1) and respond to any inquiries from CFIUS or any other interested Governmental Authority, and (2) each Party shall (i) promptly take all actions reasonably necessary to (a) file the notification and report form required for the Transactions and provide any supplemental information in connection therewith pursuant to the HSR Act and (b) make any filings required under any Applicable Antitrust Laws, and shall furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any filing with, or submission or response to, inquires from the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with obtaining approval under the HSR Act and any other Applicable Antitrust Laws, (ii) keep the other Party apprised of the status of any inquiries or requests for additional information from the FTC, or the DOJ or any Governmental Authority in connection with obtaining approval under any such Applicable Antitrust Laws and take all reasonable steps to comply promptly with any such inquiry or request and (iii) participate in any interviews or meetings reasonably requested by the FTC or the DOJ or any Governmental Authority in connection with obtaining approval under any such Applicable Antitrust Laws in connection with the consummation of the Transactions.

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan The Acquiror shall have the right to review in advance, and to the extent practicable each will to consult with the otherCompany, in each case subject to applicable laws relating to the exchange of information, with respect to, and all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. The Company shall be provided in advance so as to reasonably exercise its have the right to review in advance, and to the extent practicable to consult with the Acquiror, subject to all applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority Authority, in connection with the transactions contemplated by this Agreement, that is not confidential. In exercising the foregoing rightrights, each of the parties hereto agrees Acquiror and the Company agree to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky CSB and Metropolitan Indian Village and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation applications and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky CSB and Metropolitan Indian Village shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky AmSouth and Metropolitan First American and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and First American shall make all necessary regulatory filings as soon as practicable. Each of Sky AmSouth and Metropolitan First American shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Each of Parent and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (including the consolidation of any Company branches with Merger Subsidiary branches or branches of any other Subsidiary of Parent or the closure of any Company branches, in each case as Parent in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities 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. Each of Sky Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as is reasonably practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Zions and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement, including the Bank Merger. Each of Sky Zions and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Prior to the Effective Time, except to the extent prohibited by applicable law, Zions shall furnish promptly to the Company's counsel a copy of each report, schedule, correspondence and other document that Zions or its representatives delivers to or files with, or Zions or any of its representatives receives from, any Governmental Authority in connection with the transactions contemplated by this Agreement, including, without limitation, any document or portion thereof designated as confidential by Zions. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Parent and Metropolitan Buyer and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky Parent and Metropolitan Buyer shall have the right to review in advance, and to the extent practicable each will consult with the otherother with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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. Buyer and Parent commit to submit all required applications or notices to the appropriate Governmental Authorities as soon as practicable, but in no event later than November 19, 2004. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all non-confidential information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third partyparty or Governmental Authority. The parties agree that each party shall be responsible for their own costs in connection with the filing of any application hereunder, Governmental Authority or Regulatory Authorityincluding pursuant to the HSR Act.

Regulatory Applications. (a) Sky Central Pacific and Metropolitan CB Bancshares and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations authorizations, or extensions thereof, of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementMerger (the “Requisite Regulatory Approvals”) and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky Central Pacific and Metropolitan shall CB Bancshares will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will shall use its reasonable best efforts to consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesCentral Pacific and CB Bancshares will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transaction contemplated by this Agreement.

Regulatory Applications. (a) Sky Second and Metropolitan Commerce and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings not later than thirty (30) days after the date of this Agreement and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky Second and Metropolitan Commerce shall provide all information required from them in order to enable the other to make necessary filings. Such information shall be delivered within four (4) days of a written request for such information. Each of Second and Commerce shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Subsidiary to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Wachovia and Metropolitan Golden West and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreementhereby (the “Requisite Regulatory Approvals”), and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky Wachovia and Metropolitan shall Golden West will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesWachovia and Golden West will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated hereby.

Regulatory Applications. (a) Sky and Metropolitan and their respective Subsidiaries shall A. Each party will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (the “Requisite Regulatory Approvals”) and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky and Metropolitan shall party will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to the completion of the transactions contemplated hereby. (b) B. Each party agreeswill, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) Sky Wachovia and Metropolitan SouthTrust and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreementhereby, including the merger of their subsidiary banks (the "Requisite Regulatory Approvals"), and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky Wachovia and Metropolitan shall SouthTrust will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesWachovia and SouthTrust will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated hereby.

Regulatory Applications. (a) Sky Buyer, WB Sub and Metropolitan Seller and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Authorities, including, without limitation, those required to be filed pursuant with the Federal Reserve, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement. Each of Sky Buyer and Metropolitan Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (aA) Sky In the case of each of the parties hereto, (i) it shall promptly prepare and Metropolitan submit applications to the appropriate regulatory authorities for approval of the Acquisition and their respective Subsidiaries shall Merger, and (ii) promptly make all other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Acquisition and Merger by it. (B) Each of First Union and the Company agrees to cooperate with the other and, subject to the terms and conditions set forth in this Agreement, use their respective its reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare and file all documentation and requests for regulatory approvalnecessary documentation, to timely effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities and Regulatory Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this AgreementPlan, including without limitation the regulatory approvals referred to in Section 6.01. Each of Sky First Union and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to to, any third party or any Governmental Authority or Regulatory Authority regulatory authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Western and Metropolitan Peninsula and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Western and Peninsula shall use their reasonable best efforts to make all required bank regulatory filings, including the appropriate filing with the Regulatory Authorities. Each of Sky Western and Metropolitan Peninsula shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky SFG and Metropolitan WBI and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky SFG and Metropolitan WBI shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky PCBI and Metropolitan Mercantile and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky PCBI and Metropolitan Mercantile shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Central Pacific and Metropolitan CB Bancshares and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations authorizations, or extensions thereof, of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementMerger (the "Requisite Regulatory Approvals") and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky Central Pacific and Metropolitan shall CB Bancshares will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will shall use its reasonable best efforts to consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesCentral Pacific and CB Bancshares will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transaction contemplated by this Agreement.

Regulatory Applications. (a) Sky UCB and Metropolitan MFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and any Governmental Authorities and Regulatory Authorities Authority necessary to consummate the transactions contemplated by this AgreementAgreement (including any authorizations from the OTS to approve dividend distributions to UCB or MFC deemed advisable by the parties to carry out the terms of this Agreement and to permit the repurchase by UCB of shares of UCB Common Stock issued in the Company Merger). Each of Sky UCB, MFC, Montgomery and Metropolitan shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 Union Federal agrees that it will consult with the other party otxxx xxxxx hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Copies of applications and correspondence with such Governmental Authorities promptly shall be provided to the other party. (b) Each party of UCB and MFC agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan and their respective Subsidiaries shall A. Each Party will cooperate and use their respective commercially reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (the “Requisite Regulatory Approvals”) and will use commercially reasonable efforts to make all necessary filings in respect of the Requisite Regulatory Approvals within thirty (30) days following the date hereof. Each of Sky and Metropolitan shall have the right to Party may review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all public portions of any applications or other material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party Party apprised of the status of material matters relating to the completion of the transactions contemplated herebyby this Agreement. (b) B. Each party agreesParty will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) Sky Park and Metropolitan First Federal and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings not later than 30 days after the date of this Agreement and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky Park and Metropolitan First Federal shall provide all information required from them in order to enable the other to make necessary filings. Such information shall be delivered within five business days of a written request for such information. Each of Park and First Federal shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Subsidiary to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky First Citizens and Metropolitan ICBC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky First Citizens and Metropolitan ICBC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan GLB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, all documentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan GLB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Parent and Metropolitan the Company and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and and, subject to Section 5.01, to obtain all permitsmaterial Permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities (including Gaming Authorities) necessary to consummate the transactions contemplated by this AgreementTransactions (the “Requisite Approvals”) as promptly as practicable, and will make all necessary filings in respect of those Requisite Approvals as soon as practicable. Each of Sky Parent and Metropolitan shall the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto Party agrees that it will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Requisite Approvals and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyTransactions. (b) Each party agreesParent and the Company will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party, party or Governmental Authority in connection with the Transactions and to the extent permitted by the applicable Governmental Authority or Regulatory Authorityany Person objecting to the Transactions, give the other Party the opportunity to attend and participate in any meetings and conferences with such Governmental Authority or Person objecting to the Transactions.

Regulatory Applications. (aA) Sky and Metropolitan and their respective Subsidiaries FBG shall cooperate and use their respective its reasonable best efforts to prepare, within 45 days of the execution of this Agreementprepare and deliver for filing, all documentation and requests for regulatory approval, to timely effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and Governmental Authorities and and/or Regulatory Authorities necessary in order to consummate the Merger and the other transactions contemplated hereby; and any initial filings forwarded to the Regulatory Authorities shall be made by this AgreementFBG within 30 days after the execution hereof, and AFI shall cooperate in such preparation and filing. Each Subject to applicable Laws relating to the exchange of Sky information, each of FBG and Metropolitan AFI shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advanceother on, all material written information submitted to any third party or and/or any Governmental Authority or Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall, to the extent practicable, consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations Consents of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including, to the extent permitted by applicable Laws relating to the exchange of information, promptly furnishing the other with copies of applications filed with, and notices or other communications received by FBG or AFI, as the case may be, from any third party and Regulatory Authority with respect to the Merger and the other transactions contemplated by this Agreement). (bB) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or party and/or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan and their respective Subsidiaries The parties hereto shall cooperate with each other and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, promptly prepare and file all documentation and requests for regulatory approvalnecessary documentation, to timely effect all filings applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Agencies which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger), and to comply fully with the terms and conditions of all such permits, consents, approvals and authorizations of all Regulatory Agencies. Each of Sky and Metropolitan The parties hereto shall have the right to review in advance, and and, to the extent practicable practicable, each will consult with the otherother on, in each case subject to applicable laws relating to the exchange of information, with respect all the information relating to the Company or Bancorp, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable. Each party The parties hereto agrees agree that it they will consult with the each other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities Agencies necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyherein. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. The Acquiror and the Company will promptly file applications, notices or other materials required to be filed with Governmental Authorities by applicable law in connection with the Merger and promptly file any additional information requested as soon as practicable after receipt of request thereof. Each of Sky and Metropolitan party shall have the right to review in advance, and to the extent practicable each will to consult with the otherother party, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky CB, Bank and Metropolitan and their respective Subsidiaries Clear, (and, when timely, Clear will ensure that New Pubco), shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky Clear, QFTA and Metropolitan shall have the right New Pubco will assume primary responsibility to review in advance, effect all filings and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, pay all costs and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 practicableexpenses related thereto per Section 10.06. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Clear, QFTA and New Pubco will ensure that any initial filing with Governmental Authorities shall be made as soon as reasonably practicable after the execution hereof. Subject to applicable laws relating to the exchange of information, each of CB and Bank shall have the right to review in advance and, to the extent practicable, consult with the other on all material written information submitted to any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Park and Metropolitan SNB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky Park and Metropolitan SNB shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky The Purchaser, the Parent, the Company and Metropolitan and their respective Subsidiaries each of the Key Employees shall cooperate and each use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties parties, Government Sponsored Enterprises and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan The Company shall have the right to review in advance, and to the extent practicable each will consult with the otherPurchaser, in each case subject to applicable laws relating to the exchange of informationApplicable Law, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Government Sponsored Enterprises and Governmental Authorities or Regulatory Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party shall provide the Purchaser with the opportunity to review any such applications or other filings proposed to be made by the Company in furtherance thereof. The Company and the Member Representative will keep the other party Purchaser, and the Purchaser will keep the Member Representative, apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesUnless precluded by Applicable Law, each of the Purchaser and the Parent, on the one hand, and the Company and each of the Members, on the other hand, agree, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers managers, officers, employees and shareholders Members and such other matters as may be reasonably necessary or reasonably advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Government Sponsored Enterprises or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Each of Parent and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement; and any initial filings with Governmental Authorities (other than the Registration Statement) 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 45 days after the date hereof; provided, however, that any request to the Federal Reserve Board for a waiver shall be made in accordance with the policies of the Federal Reserve Bank of San Francisco. Each of Sky Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Buyer, WB Sub and Metropolitan Seller and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities Authorities, including, without limitation, those required to be filed pursuant with the Federal Reserve, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement. Each of Sky Buyer and Metropolitan Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.. 84

Regulatory Applications. In the case of each of the parties hereto, ----------------------- it shall use its reasonable best efforts (aA) Sky promptly to prepare and Metropolitan submit applications to the appropriate Regulatory Authorities for approval of the Purchase, and their respective Subsidiaries shall (B) promptly make all other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Purchase. Each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in this Agreement, use their respective its reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare and file all documentation and requests for regulatory approval, to timely effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the regulatory approvals referred to in Section 5.01. Each of Sky The Seller and Metropolitan Purchaser shall have the ------------ right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to to, any third party or any Governmental Authority or Regulatory Authority Authorities 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky the Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. . (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Southwest, Berthel, the Xxxxxx Sub, and Metropolitan and their respective Subsidiaries each Berthel Xxxxidiary shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties parties, Governmental Bodies, and Governmental Authorities and Self-Regulatory Authorities Organizations necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky Southwest and Metropolitan Berthel shall have the xxxx xhe right to review view in advance, and to the extent practicable practicable, each will consult with the other, other (subject in each case subject to applicable laws relating to the exchange of information, ) with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party party, Governmental Body or any Governmental Authority or Self-Regulatory Authority Organization in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Southwest and Berthel agrees to act xx xxt as reasonably and as promptly as practicable. Each party hereto of Southwest and Berthel agrees that it xxxx xt will consult with the other party hereto thereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Bodies and Self-Regulatory Authorities Organizations as necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of Southwest and Berthel agrees, upon xxxx request, to furnish the other party with all information concerning itself, its SubsidiariesMerger Sub, each Berthel Subsidxxxx, and the directors, officers and shareholders thereof and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party parties, the Merger Sub, or any of its Subsidiaries to Berthel Subsidxxxx xx any third party, Governmental Authority Body or Self-Regulatory AuthorityOrganization.

Regulatory Applications. (a) Sky Each of Parent and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepareprepare and file, within 45 days or in the case of the execution of this AgreementParent cause to be filed, all documentation and requests for regulatory approval, to timely effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities and Regulatory Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities shall be made by this AgreementParent as soon as reasonably practicable after the execution hereof and in any event within forty-five (45) calendar days of the date hereof. Each Subject to applicable Laws relating to the exchange of Sky information, each of Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advanceother on, all material written information submitted to any third party or and/or any Governmental Authority or Regulatory Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.the

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement as promptly as reasonably practicable. Each of Sky the Acquiror and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Each of Parent, Parent Bank and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (including the consolidation of any Company branches with Parent Bank branches or branches of any other Subsidiary of Parent or the closure of any Company branches, in each case as Parent in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities (other than the Registration Statement) 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 days after the date hereof. Each of Sky Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky SFG and Metropolitan FWB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky SFG and Metropolitan FWB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky CNN and Metropolitan PEOPLES and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky CNN, PEOPLES and Metropolitan PEOPLES' counsel shall have the right to review at least 5 business days in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Each of Parent and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepareprepare and file, within 45 days of the execution of this Agreementor cause to be filed, all documentation and requests for regulatory approval, to timely effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities and Regulatory Authorities necessary in order to consummate the Merger or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities shall be made by this AgreementParent as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than sixty (60) days after the date hereof. Each Subject to applicable laws relating to the exchange of Sky information, each of Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advanceother on, all material written information submitted to any third party or and/or any Governmental Authority or Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and other transactions contemplated by this Agreement). (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party and/or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky First Busey and Metropolitan Main Street and their respective Subsidiaries shall will cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreementhereby, including the Bank Merger (the “Requisite Regulatory Approvals”), and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Sky First Busey and Metropolitan shall Main Street will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesFirst Busey and Main Street will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated hereby.

Regulatory Applications. (a) Sky The Acquiror and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan The Acquiror shall have the right to review in advance, and to the extent practicable each will to consult with the otherCompany, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan and their respective Subsidiaries shall A. Each Party will cooperate and use their respective commercially reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare as promptly as possible all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (the “Requisite Regulatory Approvals”) and will use commercially reasonable efforts to make all necessary filings in respect of the Requisite Regulatory Approvals within forty-five (45) days following the date hereof. Each of Sky and Metropolitan shall have the right to Party may review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all public portions of any applications or other material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party Party apprised of the status of material matters relating to the completion of the transactions contemplated herebyby this Agreement. (b) B. Each party agreesParty will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party, party or Governmental Authority or Regulatory Authorityin connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) Sky Peoples and Metropolitan and their respective its Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Sky and Metropolitan KBI shall have the right to review in advance, and to the extent practicable each practicable, will consult with and cooperate with Peoples in the otherpreparation of all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement, in each case subject to applicable laws relating to the exchange of information, with respect to, and KBI shall be provided such written information in advance so as to reasonably exercise its right to review the same in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto KBI agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party, party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky Nortel and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings (including, without limitation, filings under the HSR Act and the Competition Act (Canada)) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and (ii) to cause the Merger to be consummated as expeditiously as reasonably practicable. Each of Sky Nortel and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third partyparty or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.11(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated 38 42 hereby as violative of any Regulatory AuthorityLaw, each of Nortel and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts 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, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.11 shall limit a party's right to terminate this Agreement pursuant to Section 7.01(b) or 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.11. (d) Nothing contained in this Agreement shall require Nortel or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel, the Company or their respective Subsidiaries, or require Nortel to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) Sky Each of Parent and Metropolitan and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepareprepare and file, within 45 days of the execution of this Agreementor cause to be filed, all documentation and requests for regulatory approvaldocumentation, to timely effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities and Regulatory Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement; and any initial filings with Governmental Authorities (other than the Registration Statement) 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 45 days after the date hereof. Each of Sky Parent and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or and/or any Governmental Authority or Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. hereby (b) Each party agrees, upon request, to furnish including promptly furnishing the other party with all information concerning itselfcopies of notices or other communications received by Parent or the Company, its Subsidiariesas the case may be, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to from any third party, party and/or Governmental Authority or Regulatory Authoritywith respect to the Merger and the other transactions contemplated by this Agreement).

Regulatory Applications. (a) Sky Nortel and Metropolitan the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare, within 45 days of the execution of this Agreement, prepare all documentation and requests for regulatory approvaldocumentation, to timely effect all filings (including, without limitation, filings under the HSR Act and the Competition Act (Canada)) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and (ii) to cause the Merger to be consummated as expeditiously as reasonably practicable. Each of Sky Nortel and Metropolitan the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority 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 that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third partyparty or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.11(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory AuthorityLaw, each of Nortel and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts 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, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.11 shall limit a party's right to terminate this Agreement pursuant to Section 7.01(b) or 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.11. (d) Nothing contained in this Agreement shall require Nortel or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel, the Company or their respective Subsidiaries, or require Nortel to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.