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.

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.

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.

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. Each party shall, upon request, 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 of its Subsidiaries to any third 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 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 (other than the SEC) shall be made by this AgreementParent as soon as reasonably practicable after the execution hereof and in any event within thirty days (30) 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 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 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 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, the Bank Merger and the other transactions contemplated by this Agreement and, to the extent permitted by Law, providing descriptions of any oral communications from such Persons).

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. 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 of its Subsidiaries to any third party or Governmental 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 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 (other than the SEC) shall be made by this AgreementParent as soon as reasonably practicable after the execution hereof and in any event within forty-five days (45) 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 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 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 -50- party will shall keep the other party parties 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, the Bank Merger and the other transactions contemplated by this Agreement and, to the extent permitted by Law, providing descriptions of any oral communications from such Persons).

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. Each party shall, upon request, 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 of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Sky and Metropolitan Belmont 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 Belmont 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 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.

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. 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 of its Subsidiaries to any third party or Governmental 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. 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 of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Sky CMS and Metropolitan Customers 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 However, Customers shall have the right no obligation to review in advance, and file any regulatory applications related to the extent practicable each will consult Parent Merger or the Subsidiary Merger until all requisite regulatory approvals have been received for its pending acquisition of Acacia Federal Savings Bank. Initial filings with the other, in each case subject to applicable laws relating Governmental Authorities shall be made by Customers related to the exchange Parent Merger and Subsidiary Merger promptly following the receipt of information, with respect to, and shall be provided in advance so as approvals of Customer’s regulatory applications related 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 acquisition of the parties hereto agrees to act reasonably and as promptly as practicableAcacia Federal Savings Bank. Each party hereto agrees that it will 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 keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. Each party shall permit the other party to review substantially complete drafts of its filings to be made with Governmental Authorities no later than two business days prior to filing. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall, to the extent practicable, consult with the others 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.

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. 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 of its Subsidiary to any third party or Governmental 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.. 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 of its Subsidiaries to any third party or Governmental or Regulatory Authority. 84

Regulatory Applications. (aA) Sky and Metropolitan and their respective Subsidiaries BHC 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 AgreementBHC within sixty (60) days after the execution hereof, and the Bank shall cooperate in such preparation and filing. Each Subject to applicable laws relating to the exchange of Sky information, each of BHC and Metropolitan the Bank 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 parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or and/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 promptly furnishing the other with copies of applications filed with, and notices or other communications received by BHC or the Bank, as the case may be, from any third party and/or Regulatory Authority with respect to the Merger and the other transactions contemplated by this Agreement).

Regulatory Applications. (a) Sky 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 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. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the Company and its subsidiaries taken as a whole) on Parent, the Company or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”).

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.

Regulatory Applications. (a) Sky Each of Parent, Bank, ARB and Metropolitan and their respective Subsidiaries AR Bank 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 or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities (other than the SEC) shall be made by this AgreementParent or Bank, as the case may be, as soon as reasonably practicable after the execution hereof and in any event within thirty (30) days of the date hereof. Each Subject to applicable Laws relating to the exchange of Sky information and Metropolitan except for information submitted on a confidential basis to a Regulatory Authority by Parent or Bank, each of Parent and ARB 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, the Bank 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 herebyhereby (including promptly furnishing the other with copies of notices or other communications received by Parent, Bank, ARB or AR Bank, as the case may be, from any third party and/or Governmental Authority with respect to the Merger, the Bank Merger and the other transactions contemplated by this Agreement and, to the extent permitted by Law, providing descriptions of any oral communications from such Persons). In furtherance and not in limitation of the foregoing, each of Parent and ARB shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or ARB or any of their respective Subsidiaries, and neither Parent nor ARB nor any of their respective Subsidiaries shall be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with the foregoing or obtaining any permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely to have a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger.

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 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 the other transactions contemplated by this Agreement).

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).

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. 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 of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Sky Parent and Metropolitan 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 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 hereby, (the right to review in advance“Requisite Regulatory Approvals”) as promptly as practicable, and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable; provided, that Parent shall not be required to consummate the transactions contemplated hereby if, in the reasonable good faith judgment of Parent, any conditions or restrictions imposed in connection with any such Requisite Regulatory Approval may reasonably be expected to materially impair the ability of Parent to consummate the transactions contemplated hereby or operate any business operated by Parent, Company or any of their respective Subsidiaries following the Effective Time in substantially the same manner it has been operated prior to the extent practicable each will consult date of this Agreement (a “Burdensome Condition”). Parent and Company will, upon request, furnish the other party with the otherall information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in each case subject to applicable laws relating to the exchange connection with any filing, notice or application made by or on behalf of information, such other party or any of its Subsidiaries 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 or 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.

Regulatory Applications. (a) Sky Each of Placer 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 (including, without limitation, the permits, consents, exemptions, approvals and authorizations set forth in Sections 5.02(f), 5.03(b) and 5.03(f); and any initial filings with Governmental Authorities shall be made by this AgreementPlacer 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 Subject to applicable laws relating to the exchange of Sky information, each of Placer 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 Placer 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).

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. 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 of its Subsidiary to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Sky Each of Parent, Bank, ARB and Metropolitan and their respective Subsidiaries AR Bank 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 or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities (other than the SEC) shall be made by this AgreementParent or Bank, as the case may be, as soon as reasonably practicable after the execution hereof and in any event within thirty (30) days of the date hereof. Each Subject to applicable Laws relating to the exchange of Sky information and Metropolitan except for information submitted on a confidential basis to a Regulatory Authority by Parent or Bank, each of Parent and ARB 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, the Bank 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 (including promptly furnishing the other with copies of notices or other communications received by Parent, Bank, ARB or AR Bank, as the case may be, from any third party and/or Governmental Authority with respect to the Merger, the Bank Merger and the other transactions contemplated by this Agreement and, to the extent permitted by Law, providing descriptions of any oral communications from such Persons). In furtherance and not in limitation of the foregoing, each of Parent and ARB shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or ARB or any of their respective Subsidiaries, and neither Parent nor ARB nor any of their respective Subsidiaries shall be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with the foregoing or obtaining

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).

Regulatory Applications. (a) Sky The Bank and Metropolitan Parent and their respective its Subsidiaries shall (in the case of Parent) will 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 make all filings and to obtain all permits, consents, approvals approvals, permits and other authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary third parties to consummate the Merger and the other transactions contemplated by this Agreementhereby (the "REQUISITE REGULATORY APPROVALS"), and will use their reasonable best efforts to make all necessary filings in respect of Requisite Regulatory Approvals of federal and state banking authorities within 30 days of the date hereof and will make all other necessary filings in respect of Requisite Regulatory Approvals as promptly as practicable. Each of Sky the Bank and Metropolitan shall Parent 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.

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 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 Sky and Metropolitan request thereof; PROVIDED that each party shall duly file such filings (including the Proxy Statement in preliminary form) no later than 25 business days after the date HEREOF. 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 Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of 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. 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 of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Sky Each of EWBC and Metropolitan and their respective Subsidiaries SB 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 EWBC as soon as reasonably practicable after the execution hereof but, provided that SB has cooperated as described above, in no event later than 45 days after the date hereof. Each of Sky EWBC and Metropolitan SB 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 herebyhereby (including promptly furnishing the other with copies of notices or other communications received by EWBC or SB, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement).

Regulatory Applications. (a) Sky Each of EWBC and Metropolitan and their respective Subsidiaries the UNB 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 EWBC as soon as reasonably practicable after the execution hereof but, provided that UNB has cooperated as described above, in no event later than 45 days after the date hereof. Each of Sky EWBC and Metropolitan UNB 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 herebyhereby (including promptly furnishing the other with copies of notices or other communications received by EWBC or UNB, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement).

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.

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.

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.the

Regulatory Applications. (a) Sky Each of Parent, 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 (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 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.

Regulatory Applications. (a) Sky and Metropolitan Prospect and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare, within 45 15 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 Prospect 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 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.