Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. Each If an Event of Yardville Default shall have occurred and Acquirer will cooperate with be continuing, each Obligor shall take any action which the other Secured Party may reasonably request in order to transfer and use all reasonable best efforts assign to promptly prepare all necessary documentationthe Secured Party, or to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other such one or more third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case Secured Party may bedesignate, and any or to a combination of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein each Governmental Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Secured Party is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be deemed instructed to require Acquirer seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably whom control will ultimately be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”)transferred. In addition, Yardville Each Obligor hereby agrees to cooperate authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Acquirer in preparing obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such petitions Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Secured Party’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and filingsthat such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and in obtaining such permits, consents, approvals Obligor hereby waives and authorizations agrees not to assert any defenses against an action for specific performance of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergersuch covenants.

Regulatory Approvals. Each of Yardville Promptly, and Acquirer will cooperate with at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the other Administrative Agent may reasonably request and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or advisable in connection appropriate for the effective exercise of any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by rights under this Security Agreement. Yardville and Acquirer shall have Without limiting the right to review and approve in advance all characterizations generality of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be deemed instructed to require Acquirer seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably whom control will ultimately be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”)transferred. In addition, Yardville Each Obligor hereby agrees to cooperate authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Acquirer in preparing obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such petitions Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and filingsthat such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and in obtaining such permits, consents, approvals Obligor hereby waives and authorizations agrees not to assert any defenses against an action for specific performance of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergersuch covenants.

Regulatory Approvals. Each party hereto shall cooperate and prepare and file as soon as practicable, but in any event within fifteen (15) days of the date of this Agreement, all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and obtain all permits, licenses, and other governmental authorizations, consents and approvals necessary or advisable to obtain the Required Regulatory Approvals. The parties further agree to use reasonable best efforts (i) to take any action, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law, including those specified in Sections 9.3(a) and 9.3(b) and (ii) to satisfy any conditions imposed by any Governmental Authority in all final and nonappealable Governmental Orders. Each of Yardville and Acquirer will cooperate with the other and parties shall respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation. Each of the parties shall use all reasonable best efforts to promptly prepare all necessary documentationavoid or eliminate each and every impediment under any antitrust, to effect all necessary filings and to obtain all necessary permitscompetition, consents, waivers, approvals and authorizations or trade or telecom regulation Law (including the Communications Act of the SEC1934, the Bank Regulators HSR Act, if applicable, and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as Exon-Xxxxxx Amendment) that may be necessary or advisable in connection asserted by any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer Governmental Authority with respect to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or its Affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Required Regulatory Approvals and, if applicable, all required approvals under the HSR Act as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any Bank Regulator injunction, temporary restraining order or other Governmental Entity. In exercising order in any suit or proceeding, which would otherwise have the foregoing right, each effect of preventing or delaying the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filingsClosing Date, and defending through litigation on the merits, including appeals, any claim asserted in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergercourt by any party.

Regulatory Approvals. Each (a) Subject to and in accordance with the provisions of Yardville this Section 6.4, each of the Parties shall use commercially reasonable efforts to obtain (and Acquirer will shall cooperate fully with the other Parties in obtaining) as promptly as practicable the Contributor Approvals, the SEP Approvals and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permitsother authorizations, consents, waiversclearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals and authorizations of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the SECother Transaction Documents and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event, in respect of the First Closing Transactions, no later than the Outside Date. SEP shall pay all filing fees in connection with SEP Approvals. SE Corp shall pay all filing fees for all Contributor Approvals. (b) As promptly as practicable, and in no event later than (i) fifteen Business Days after the date hereof, or (ii) such later date as such filings and notifications may be required, SE Corp and SEP shall make, or cause to be made, (i) any filings with, or notices to, the Bank Regulators Wyoming Public Service Commission and promptly file any supplemental information required or requested in connection therewith and (ii) all filings and notifications with all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) SE Corp and SEP may not, without the consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned), (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Each of SE Corp and SEP shall use commercially reasonable efforts to supply promptly any information and documentary material that may be requested pursuant to any applicable Laws in connection with such filings or submissions. (d) Subject to applicable Laws relating to the sharing of information, SE Corp and SEP shall promptly notify each other of any communication such Party receives from any Government Entity (other than communications for purely logistical purposes) and permit such other Party to review in advance any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Party, as applicable, to any Government Entity and shall provide such other Party with copies of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Party, as applicable, or any of its Representatives, on the one hand, and any Government Entity or members of the staff of any Government Entity, on the other third parties hand, in each case to the extent relating to the matters that are the subject of this Agreement and governmental bodies necessary the other Transaction Documents, except with respect to consummate Taxes (which are covered by Section 6.8). Except with respect to Taxes (which are covered by Section 6.8), neither Party shall agree to participate in any meeting or discussion with any Government Entity relating to the transactions contemplated matters that are the subject of this Agreement (including in respect of satisfying or obtaining the SEP Approvals and the Contributor Approvals) or any of the other Transaction Documents unless such Party consults with the other Party in advance and, to the extent permitted by this Agreementsuch Government Entity, gives such other Party the opportunity to attend and participate at such meeting or discussion. Yardville SE Corp and Acquirer will furnish SEP shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity reasonably request in connection with the Merger foregoing and shall keep each other informed of the status of discussions relating to obtaining or concluding the SEP Approvals and the other transactions contemplated by this Agreement. Yardville Contributor Approvals; provided, however, that the foregoing shall not require SE Corp and Acquirer shall have SEP or any of their respective Affiliates (i) to disclose any information that in the right to review and approve in advance all characterizations reasonable judgment of the information relating to Yardville such Party or Acquirer, any of its respective Affiliates (as the case may be, and ) would result in the disclosure of any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer 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 trade secrets of third parties or Governmental Entitiesviolate any of its obligations with respect to confidentiality, that would reasonably be expected (ii) to have disclose any privileged information or confidential competitive information of such Party or any of its respective Affiliates or (iii) to disclose the valuation of, or any communications analyses or other work product regarding the valuation of, all or any part of (A) the Conveyed Interests, (B) the Total Unit Consideration, the Second Closing Exchanged GP Units and the Third Closing Exchanged GP Units, (C) the Companies or (D) the Companies’ assets. If either Party seeks to withhold information from the other Party for any reason permitted by this Section 6.4(d), such withholding Party shall nonetheless provide a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation redacted version of the Mergerinformation so withheld to the other Party and, subject to the requirement that such outside counsel not disclose the unredacted version to any other Person, a complete, unredacted version of the same to the outside legal counsel of the other Party. Neither Party shall be required to comply with any provision of this Section 6.4(d) to the extent that such compliance would be prohibited by applicable Law.

Regulatory Approvals. Each of Yardville (a) Subject to the terms and Acquirer will cooperate with the other and conditions herein, each party hereto agrees to use all its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the Transaction. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties shall cooperate with one another in good faith and use its reasonable best efforts to prepare all necessary documentation, documentation (including furnishing all information required under the HSR Act or other Competition Laws) to effect promptly all necessary filings and to obtain all necessary permits, consents, waivers, waivers and approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and Acquirer will furnish each any Governmental Antitrust Entity relating to the Transaction or any of the matters described in this Section 7.3. Each such party shall promptly inform the other parties hereto of any oral communication with, and each other’s counsel provide copies of written communications with all information concerning themselvesany Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, their subsidiariesinvestigation, directorsor other inquiry without giving the other parties hereto prior notice of the meeting and, officers to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Without limiting the obligations of Buyer pursuant to this Section 7.3, Buyer shall (i) control the strategy for obtaining any consents, waivers and stockholders and such other matters as may be necessary or advisable approvals from any Governmental Antitrust Entity in connection with the Transaction and (ii) control the overall development of the positions to be taken and the regulatory actions to be requested in any applicationfiling or submission with a Governmental Body in connection with the Transaction and in connection with any investigation or other inquiry or litigation by or before, petition or any negotiations with, a Governmental Body relating to the Transaction and of all other statement regulatory matters incidental thereto; provided that Buyer shall consult and cooperate with the Seller Representative with respect to such strategy, positions and requested regulatory action (including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or application made submitted by or on behalf of Yardville any party hereto relating to proceedings under the HSR Act or Acquirer other Competition Laws) and consider the Seller Representative’s views in good faith. (c) Without limiting the generality of the undertakings pursuant to this Section 7.3, the parties hereto shall provide or cause to be provided as promptly as practicable to any Bank Regulator Governmental Antitrust Entity information and documents requested or required to be submitted by any Governmental Antitrust Entity, including filing any notification and report form and related material required under the HSR Act or any other Governmental Entity in connection with applicable Competition Law at a date to be mutually agreed by the Merger and parties (but not to exceed thirty (30) days from the other transactions contemplated by execution of this Agreement. Yardville and Acquirer shall have Agreement without the right to review and approve in advance all characterizations written consent of the Seller Representative), and thereafter to respond promptly to any request for additional information relating or documentary material that may be made and use best efforts to Yardville or Acquirerobtain early termination of the waiting period under the HSR Act and to obtain required approval under any other applicable Competition Law, as set forth in Section 3.4(b) of the case may be, Company Disclosure Letter. Fees associated with filings required by the HSR Act and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated other applicable Competition Law shall be borne by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing rightBuyer. (d) Further, each of the parties hereto shall act reasonably take any and all actions necessary to resolve such objections, if any, as promptly as practicable. The parties shall consult with each other may be asserted by any Governmental Antitrust Entity with respect to the Transaction under any Competition Law. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging the Transaction as in violation of any Competition Law, each of the parties hereto shall cooperate and use its best efforts to contest and resist any such Legal 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 that prohibits, prevents or restricts consummation of the Transaction, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Buyer and the Seller Representative decide that litigation is not in their respective best interests. Buyer and the Companies shall take any and all actions necessary as may be required to cause the expiration of the notice periods under the HSR Act or other Competition Laws with respect to the Transactions reasonably promptly, and in any case, prior to the Outside Date. In connection with and without limiting the foregoing, each of Buyer and the Companies agree to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by any Governmental Antitrust Entity, so as to enable the parties to close the Transaction reasonably promptly and, in any case, prior to the Outside Date. The parties hereto shall cooperate and work together in good faith in an effort to cause the expiration of the notice periods under the HSR Act or any other Competition Laws prior to December 31, 2017, or as promptly as practicable thereafter. Without limiting the generality of the foregoing, Buyer shall: (i) at Buyer’s sole cost, comply with all restrictions and conditions, if any, imposed or requested by any (A) Governmental Antitrust Entity with respect to Competition Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Buyer, its Affiliates, Panadero Corp or any of its Subsidiaries contemporaneously with or after the Closing and regardless as to whether a third party Buyer has been identified or approved prior to the Closing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Buyer, its Affiliates, Panadero Corp or any of its Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, and (3) entering into any Order, consent decree or other agreement to effectuate any of the foregoing or (B) third party in connection with a Divestiture; (ii) terminate any Contract or other business relationship as may be required to obtain any necessary clearance of any Governmental Antitrust Entity or to obtain termination of any applicable waiting period under any Competition Laws; and (iii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Entity without the prior written consent of the Companies (not to be unreasonably withheld, conditioned or delayed). (e) The parties hereto shall not, and shall cause their respective Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of all permitsnot obtaining, consents, approvals and authorizations any consents of all third parties and any Governmental Entities Antitrust Entity necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep hereby or the other apprised expiration or termination of any applicable waiting period; (ii) increase the status risk of matters relating to completion any Governmental Antitrust Entity entering an Order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. (f) The parties hereto shall take promptly, in the event that any permanent or preliminary injunction or other Order is entered or becomes reasonably foreseeable to be entered in any Legal Proceeding that would make the consummation of the Transaction in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Transaction, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by this Agreement. subsection (d)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation. (g) Notwithstanding the foregoingforegoing or any other provision of this Agreement (including Sections 7.3(d) and (f)), nothing contained herein shall be deemed to require Acquirer to (1) none of the Sellers, the Seller Representative, Panadero Corp or any of its Subsidiaries shall, without Buyer’s prior written consent, take any action, or commit to take any actionof the actions listed in clauses (i)–(iii) of Section 7.3(d) or any actions contemplated by Section 7.3(f) and (2) the Sellers, the Seller Representative, Panadero Corp and any of its Subsidiaries shall, at Buyer’s written request, take or agree commit to take any condition of the actions listed in clauses (i)–(iii) of Section 7.3(d) or restrictionany actions contemplated by Section 7.3(f), in connection with obtaining each case so long as such actions are conditioned on the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation closing of the MergerTransaction.

Regulatory Approvals. Each (a) TPB and SDI shall each promptly execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, expiration, or termination of Yardville and Acquirer will cooperate any waiting period or Consent of any Governmental Body that may be reasonably required or advisable in connection with the other consummation of the Contemplated Transactions. (b) TPB and SDI shall each use all its commercially reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permitssuch authorizations, consentsapprovals, waiversexpirations or terminations of waiting periods, approvals and authorizations Consents as promptly as possible after the execution of this Agreement, including the expiration or termination of the SECwaiting period under the HSR Act, the Bank Regulators and any other third parties and governmental bodies necessary or under foreign competition Laws, with respect to consummate the transactions contemplated by this Agreement. Yardville Without limiting the foregoing, to the extent not completed prior to the date hereof, TPB and Acquirer will furnish SDI shall each other and each other’s counsel with use its commercially reasonable efforts to make, or cause to be made, all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition filings required of it or any other statement or application made by or on behalf of Yardville or Acquirer its respective Affiliates under the HSR Act and foreign competition Laws with respect to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable, and in any event shall file a Notification and Report Form pursuant to the HSR Act 15 Business Days after the execution of this Agreement, and any other filing or notification required pursuant to any foreign competition Law within 15 Business Days after the execution of this Agreement. The parties TPB and SDI shall consult furnish promptly to the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice and any other requesting governmental authority additional information reasonably requested pursuant to the HSR Act or any foreign competition Laws in connection with such filings. (c) TPB and SDI shall each other use its commercially reasonable efforts to resolve objections, if any, as may be asserted by any Governmental Body with respect to the obtaining of all permitsContemplated Transactions under any applicable antitrust Laws, consents, approvals including responding promptly to and authorizations of all third parties and Governmental Entities necessary or advisable complying with any requests for information relating to consummate the transactions contemplated by this Agreement or any initial filings required under the HSR Act, and each party will keep the any other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoingadditional filings (“Merger Notification Filings”) from any Governmental Body charged with enforcing, nothing contained herein shall be deemed to require Acquirer to take any actionapplying, administering, or commit investigating any antitrust Laws. (d) Notwithstanding anything to take the contrary herein, (i) TPB shall not have any actionobligation to litigate or contest any such Legal Proceeding or order resulting therefrom and (ii) TPB shall not be under an obligation to make proposals, execute or carry out agreements, or agree submit to orders providing for (A) the sale, license, divestiture, or other disposition or holding separate of any condition assets of TPB or restrictionany of its respective Affiliates, in connection with obtaining (B) the foregoing permitsimposition of any limitation or restriction on the ability of TPB or any of its respective Affiliates to freely conduct its business, consents, approvals and authorizations or (C) any limitation or regulation on the ability of third parties TPB or Governmental Entities, that would reasonably be expected any of its Affiliates to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations exercise full rights of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations ownership of Subsidiaries of Yardville and Acquirer following consummation of the MergerSDI.

Regulatory Approvals. Each (a) Subject to the terms and conditions of Yardville this Agreement, each Constituent Corporation will use its best efforts to take, or cause to be taken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as is practicable, (ii) complying, as promptly as is reasonably practicable, with any requests received from a governmental body by such Constituent Corporation with respect to the Merger, and Acquirer (iii) resolving any formal or informal objections of any governmental body with respect to any such filings or the Merger. (b) The Constituent Corporations covenant and agree that if any required regulatory approval to consummate the Merger is denied or not obtained, the Constituent Corporations will cooperate use their best efforts to work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such instances the benefits sought to be delivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as a result of such restructuring. (c) Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 13 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith to the extent permitted by applicable law. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other and use all reasonable best efforts to promptly prepare all necessary documentationConstituent Corporation in advance and, to effect all necessary filings the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and to obtain all necessary permits, consents, waivers, approvals participate at such meeting. The Constituent Corporation will coordinate and authorizations of the SEC, the Bank Regulators cooperate fully with each other in exchanging such information and providing such assistance any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as Constituent Corporation may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity reasonably request in connection with the Merger and matters set forth in this Section 13. The Constituent Corporations will provide each other with copies of all correspondence, filings, or communications between them or any of their representatives, on the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may beone hand, and any governmental body or members of their respective Subsidiariesits staff, which appear in any filing made in connection with on the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing righthand, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable foregoing to consummate the transactions contemplated extent permitted by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerapplicable law.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with the other and party shall use all reasonable best efforts to promptly prepare file or otherwise submit, as soon as practicable after the date of this Agreement, all necessary documentationnotices, applications, reports and other documents required to effect all necessary filings be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Transaction, and to obtain all necessary permits, consents, waivers, approvals and authorizations submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the SECforegoing, the Bank Regulators Company and any other third parties and governmental bodies necessary to consummate Parent shall, promptly after the transactions contemplated by date of this Agreement. Yardville , prepare and Acquirer will furnish each other file (a) the notification and each other’s counsel with all information concerning themselvesreport forms required to be filed under the HSR Act, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection (b) any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator notification or other Governmental Entity document required to be filed in connection with the Merger Transaction under any applicable foreign Legal Requirement relating to antitrust or competition matters, and (c) all applications necessary to obtain all required Governmental Authorizations under Gaming Laws. Also without limiting the other transactions contemplated by generality of the foregoing, the Company and Parent shall use all reasonable efforts to (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Contemplated Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction or this Agreement. Yardville and Acquirer shall have , take all reasonable action necessary to ensure that the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case Transaction may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and be consummated as promptly as practicable. The parties shall consult with each other with respect to practicable on the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions terms contemplated by this Agreement and each party will keep otherwise to minimize the effect of such statute or regulation thereon. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other apprised Governmental Body in connection with antitrust or competition matters. At the request of Parent, the status of matters relating Company shall agree to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoingdivest, nothing contained herein shall be deemed to require Acquirer to sell, dispose of, hold separate or otherwise take any action, or commit to take any action, or agree other action with respect to any condition of the businesses, product lines or restrictionassets of the Acquired Corporations, in connection with obtaining provided that any such action is conditioned upon the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.Merger I.

Regulatory Approvals. Each of Yardville (a) The parties hereto shall use their reasonable best efforts, and Acquirer will cooperate with the other and use all reasonable best efforts each other, to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, amendments, filings and refilings, and to obtain as promptly as practicable all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementMerger. Yardville The Company and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer Parent shall have the right to review in advance, and approve to the extent practicable each will consult the other on, in advance each case subject to applicable laws relating to the exchange of information, all characterizations of the information relating to Yardville the Company or AcquirerParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party, including any Governmental Entity, in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental EntityAgreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties shall hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (b) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement-Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Notwithstanding . (c) Parent and the foregoingCompany shall promptly furnish each other with copies of written communications received by Parent or the Company, nothing contained herein shall be deemed to require Acquirer to take any actionas the case may be, or commit to take any actionof their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or agree to delivered by any condition or restriction, in connection with obtaining of the foregoing permitsto, consents, approvals and authorizations of third parties or any Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer Entity in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation respect of the Mergertransactions contemplated hereby.

Regulatory Approvals. Each of Yardville (a) Subject to Section 7.1, promptly after the Effective Date, but taking into account the anticipated Closing Date, Seller and Acquirer will cooperate Texas Genco shall each file or cause to be filed with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Federal Trade Commission and the other transactions contemplated by this AgreementDepartment of Justice all notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transactions. Yardville Seller and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties Texas Genco shall consult with each other as to the appropriate time of filing such notifications and shall agree in good faith upon the timing of such filings, respond promptly to any requests for additional information made by either of such agencies, and use Commercially Reasonable Efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. (b) Subject to Section 7.1, promptly after the Effective Date, Purchasers and Seller shall jointly submit applications to the NRC requesting the NRC Approvals, and the Parties shall respond promptly to any requests for additional information made by the NRC, cooperate in connection with any presentation or proceeding associated with such NRC application and use their respective Commercially Reasonable Efforts to cause the NRC Approvals to be obtained at the earliest possible date after the date of filing. The Parties shall consult with each other as to the appropriate time of filing such applications and shall agree in good faith upon the timing of such applications. Each Party will bear its own costs of the preparation of any such filing, and Purchasers (ratably in accordance with their Proportionate Shares), on the one hand, and Seller, on the other hand, will share equally the cost of all filing fees with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable any NRC filings required to consummate the transactions Transactions. (c) Without limiting the generality of Texas Genco's undertakings pursuant to Section 7.5(a), each Purchaser shall: (i) take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Governmental Authority regarding the legality under any Law of such Purchaser's acquisition of the Purchased Assets: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, holding separate (through the establishment of a trust or otherwise) particular assets or categories of assets, or businesses, of such Purchaser or its Affiliates, or agreeing to dispose of one or more assets or properties (whether owned by such Purchaser or its Affiliates) whether before or after the Closing; provided, however, that nothing in this Agreement shall require such Purchaser or its Affiliates to dispose of or sell assets or properties, hold separate particular assets or categories of assets, or businesses, or agree to dispose of or hold separate one or more assets or properties, except that Texas Genco or its Affiliates shall, if required, agree to dispose of or sell assets or properties with an aggregate fair market value of U.S. $10 million or less and agree to such reasonable undertakings necessary to consummate such dispositions or sales as a condition to eliminating a Governmental Authority's concerns regarding the legality under any Law of such Purchaser's acquisition of the Purchased Assets; (ii) use Commercially Reasonable Efforts (including taking the steps contemplated by this Agreement and each Section 7.5(c)(i)) to prevent the entry in a judicial or administrative proceeding brought under any Law by any Governmental Authority or any other party will keep the for a permanent or preliminary injunction or other apprised order that would make consummation of the status Transactions unlawful or that would prevent or delay such consummation; (iii) take promptly, in the event that such an injunction or order has been issued in such a proceeding, any and all Commercially Reasonable Efforts, including the appeal thereof or the posting of matters relating a bond or the steps contemplated by Section 7.5(c)(i) necessary to completion of the transactions vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; (iv) subject to Section 7.1, have the primary responsibility for securing the transfer, reissuance, procurement or modification, as applicable, of the Permits, Seller Licenses and STP Owners Licenses included in Purchaser's Required Regulatory Approvals effective as of the Closing Date. Notwithstanding Seller shall use Commercially Reasonable Efforts to cooperate with each Purchaser's efforts in this regard and assist in any transfer of Transferable Permits; (v) take such actions, if required under the foregoingAcid Rain Requirements, nothing contained herein shall be deemed to require Acquirer notify the USEPA, TCEQ and any other Governmental Authority of the change of ownership of the STP Interest and the appointment by each Purchaser of one or more replacement Designated Representative(s), effective at 12:00 a.m. on the day following the Closing Date; and (vi) take, along with Seller, all Commercially Reasonable Efforts, including executing any required forms or providing appropriate notices to take any actionGovernmental Authorities, in a timely fashion, for each Purchaser to obtain all, or commit the rights to take any actionall, Emission Allowances that are to be transferred to it pursuant to Section 2.1(p), Section 2.1(q) and Section 2.1(r), including the right to receive such Emission Allowances that are to be allocated or issued in the future. Each Purchaser and Seller further acknowledge and agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that actions may be necessary required prior to, on or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of after the MergerClosing Date.

Regulatory Approvals. (a) Each of Yardville and Acquirer will the parties hereto shall cooperate with the other and use all their respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly prepare as practicable, all necessary documentationthings necessary, proper and advisable under applicable Laws, to effect all necessary filings consummate and make effective as promptly as practicable the Transactions, including providing any notices to obtain all necessary permitsany Person required in connection with the consummation of the Transactions, and obtaining any licenses, consents, waivers, approvals approvals, authorizations, qualifications and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies Governmental Orders necessary to consummate the transactions contemplated by this AgreementTransactions; provided, that in no event shall any party be required to pay any material fee, penalty or other consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Registration Statement, filing fees payable pursuant to the HSR Act or other Competition Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions). Yardville Subject to appropriate confidentiality protections and Acquirer will applicable Competition Laws, each party hereto shall furnish each to the other parties such necessary information and each other’s counsel reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties hereto shall cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information concerning themselves(i) required under any applicable Competition Laws or other applicable Laws or (ii) requested by a Governmental Entity pursuant to applicable Competition Laws) to effect promptly all necessary filings with any Governmental Entity and to obtain all necessary, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any Governmental Entity necessary to consummate the Transactions. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Entity relating to the Transactions or any of the matters described in this Section 8.07. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Entity regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Entity. No party hereto shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. In the event a party is prohibited from participating in or attending any meeting or substantive conference call, the participating party shall keep the other party promptly and reasonably apprised with respect thereto, to the extent permitted by applicable Law. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another in connection with any applicationanalyses, petition appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or any other statement or application made submitted by or on behalf of Yardville any party hereto relating to proceedings under Competition Laws or Acquirer other applicable Laws. Any documents or other materials provided pursuant to this Section 8.07(b) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material or personally-identifiable information or other sensitive personal or financial information, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 8.07 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, neither party shall be obligated to share with the other party documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act. (c) Without limiting the generality of the undertakings pursuant to this Section 8.07, each party hereto shall use reasonable best efforts to provide or cause to be provided (including, with respect to filings pursuant to the HSR Act, by its “Ultimate Parent Entities”, as that term is defined in the HSR Act) as promptly as reasonably practicable to any Bank Regulator Governmental Entity information and documents relating to such party as requested by such Governmental Entity or necessary, proper or advisable to permit consummation of the Transactions, including filing any notification and report form and related material required under the HSR Act and any other filing or notice that may be required with any other Governmental Entity as promptly as reasonably practicable after the date hereof (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), and thereafter to respond as promptly as reasonably practicable to any request for additional information or documentary material relating to such party that may be made (including under the HSR Act and any similar Competition Law regarding preacquisition notifications for the purpose of competition reviews). Each of the Company and Purchaser shall supply as promptly as practicable any additional information and documentary material relating to such party that may be requested by any Governmental Entity and furnish to the other such necessary information and reasonable assistance as the other may request in connection with the Merger preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Entity (including, with respect to Purchaser and its Affiliates, providing financial information and certificates as well as personal information of senior management or control persons, and making individuals with appropriate seniority and expertise available to participate in discussions or hearings). Purchaser shall cause the other transactions contemplated filings made by this Agreement. Yardville it (or by its Ultimate Parent Entity, if applicable) under the HSR Act to be considered for grant of “early termination,” and Acquirer make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. (d) Purchaser shall have provide, or cause to be provided, all agreements, documents, instruments, affidavits, statements or information that may be required or requested by any Governmental Entity relating to (i) Purchaser and its Affiliates (including any of its, or its Affiliates’, directors, officers, employees, partners, members or shareholders), (ii) all Persons who are deemed or may be deemed to “control” Purchaser and its Subsidiaries within the right meaning of applicable Mortgage Laws and (iii) Purchaser’s and its Affiliates’ structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their directors, officers, employees, partners, members or shareholders. (e) If any objections are asserted with respect to review and approve in advance all characterizations the Transactions under any applicable Law or if any Action is instituted by any Governmental Entity or any private party challenging any of the information relating to Yardville or Acquirer, Transactions as the case may be, and violative of any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing rightapplicable Law, each of the parties hereto shall, at the sole cost and expense of Purchaser, cooperate with one another in good faith and use their reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the Transactions), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to any of the Transactions under such applicable Law so as to permit the consummation of the Transactions in their entity. (f) Notwithstanding the foregoing, Purchaser shall, and shall act reasonably cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Entity (including in connection with any Governmental Filings) necessary or advisable so as promptly to enable the consummation of the Transactions to occur as practicable. The parties shall consult with each other expeditiously as possible (and in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the obtaining Transactions under any Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of all permitspreventing, consentsprohibiting, approvals restricting, or delaying the consummation of the Transactions, including: (i) proposing, negotiating, committing to and authorizations effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of all third parties Purchaser or its controlled Affiliates (including the Company and its Subsidiaries) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, product lines, rights or assets) and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Purchaser’s or its controlled Affiliates’ (including the Company’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of Purchaser and its controlled Affiliates (including the Company and its Subsidiaries) or interest therein, in each case as may be required in order to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event no later than the Outside Date). (g) From the date of this Agreement until Closing, neither Purchaser nor any of its controlled Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition could in any material respect (individually or in the aggregate): (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Entities Entity necessary or advisable to consummate the transactions contemplated by Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Entity seeking or entering a Governmental Order prohibiting the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Transactions. (h) Notwithstanding anything in this Agreement and each party will keep to the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoingcontrary, nothing contained herein in this Agreement shall be deemed require any Seller-Side Party to require Acquirer to take any action(i) take, or commit cause to take be taken, any actionaction with respect to Blackstone or any of its Affiliates, including any affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of Blackstone or any of its Affiliates, including selling, divesting or otherwise disposing of, or agree conveying, licensing, holding separate or otherwise restricting or limiting its freedom of action with respect to, any assets, business, products, rights, licenses or investments, or interests therein, other than with respect to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville Company and its Subsidiaries, taken as a wholeor (ii) on Acquirerprovide, Yardville or cause to be provided, (A) nonpublic or other confidential financial or sensitive personally identifiable information of Blackstone, its Affiliates or its or their respective directors, officers, employees, managers or partners, or its or their respective control persons’ or direct or indirect equityholders’ and their respective directors’, officers’, employees’, managers’ or partners’ (each of the Surviving Corporation (foregoing Persons, a “Materially Burdensome Regulatory ConditionBlackstone Related Person”). In addition, Yardville agrees ) nonpublic or other confidential financial or sensitive personally identifiable information (other than such information with respect to cooperate the officers and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations directors of third parties and Governmental Entities, that the Company which may be necessary provided to a Governmental Entity on a confidential basis) or advisable to effect (B) any mergers and/or consolidations other nonpublic, proprietary or other confidential information of Subsidiaries a Blackstone Related Person that exceeds the scope of Yardville and Acquirer following consummation of the Mergerinformation that such Blackstone Related Person has historically supplied in connection with a similar governmental filing or notification.

Regulatory Approvals. (a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, and Parent shall file comparable pre-merger notification filings, forms and submissions with any Governmental Authority that is required by the Antitrust Laws of the Specified Jurisdiction. Each of Yardville Parent and Acquirer will cooperate with the other and Company shall use all reasonable best efforts to promptly prepare all necessary documentation(i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effect all necessary filings effectuate such filings, and to obtain all necessary permits, consents, waivers, approvals and authorizations of (iii) comply with any request for additional information made by the SECFTC, the Bank Regulators and DOJ or the competition or merger control authorities of any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreementjurisdiction. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and Each party hereto shall promptly inform the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville party or Acquirerparties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Parent shall have the right to direct, lead, and make final decisions regarding all communications with any Governmental Authority and strategy relating to the HSR Act and any other Antitrust Laws of any other jurisdiction in connection with the transactions contemplated hereby consistent with its obligations hereunder, subject to prior good faith consultation with the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and the Company and its Subsidiaries may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, which appear (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any filing made in connection with manner, or (iii) impose any restriction, requirement or limitation on the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each operation of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate Company in the transactions contemplated by this Agreement and each party will keep event the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerClosing occurs.

Regulatory Approvals. (a) Each of Yardville Newco, Purchaser, REG and Acquirer will cooperate with the other and Company shall use all their respective commercially reasonable best efforts to promptly prepare (i) make or cause to be made all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations required of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary of them or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective SubsidiariesSubsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, which appear as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Newco shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Authority in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties shall act reasonably and as promptly as practicable. The parties hereto shall consult and cooperate with each one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and each party will keep any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other apprised of the status of matters relating to completion order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Newco and the Company decide that litigation is not in their respective best interests. Each of Newco, Purchaser, REG and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the foregoingcontrary provided herein, nothing contained herein neither Newco, Purchaser or the Company nor any of their respective Affiliates shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restrictionrequired, in connection with obtaining the foregoing permitsmatters covered by this Section 6.4, consents(i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel), approvals and authorizations (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any of third parties its or Governmental Entitiesits Affiliates’ businesses, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiariesproduct lines or assets, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerPurchased Assets, (iv) to agree to any limitation on the operation or conduct of the Business, or (v) to waive any of the conditions to this Agreement set forth in Section 8.1.

Regulatory Approvals. Bayer is solely responsible for obtaining and maintaining all necessary Regulatory Approvals from all Regulatory Authorities necessary for the performance of the Manufacturing Services at the Bayer Facility. Purchaser is solely responsible for obtaining and maintaining all Regulatory Approvals necessary to further process, distribute or sell the Products. Each Party shall upon request and as reasonably necessary provide all documents or information requested by the other Party to support the other Party’s efforts to obtain, maintain, or defend Regulatory Approvals to manufacture, further process, distribute or sell the Products and/or will modify its operations or facilities as required to permit the other Party to obtain, maintain, or defend necessary Regulatory Approvals to manufacture, further process, distribute and sell the Products; provided if the modifications to operations or facilities requested by a Party are modifications which would require the other Party to change the manner of Yardville operations existing as of the date of this Agreement or to add facilities not in place as of the date of this Agreement, such Party will reimburse the other Party’s reasonable direct costs in making such modifications and Acquirer the Parties shall engage in good faith negotiations to adjust the price set forth in Section 3.1 to reflect the increase or decrease of ongoing costs of processing the Products hereunder resulting from any such modifications; provided further that if the Parties cannot reach an agreement to adjust the price pursuant to this Section 5.4 despite such good faith negotiations, (i) if the requested modifications will cooperate affect only the Product operations of such Party at either the Bayer Facility or the Purchaser’s Facility, as applicable, the matter shall be resolved in accordance with Section 12.9, or (ii) if the requested modifications will, in the sole discretion of the affected Party, adversely affect in any material manner other operations of such Party at either the Bayer Facility or the Purchaser’s Facility, as applicable, separate from the Product operations of such Party at either the Bayer Facility or the Purchaser’s Facility, as applicable, such Party shall not be required to make any such modifications until the Parties reach such agreement; provided further such Party will have no obligation to reimburse the other Party for any maintenance, repair or replacement of existing facilities or for the substitution of their equivalent or for any increases in costs associated with the other and use all reasonable best efforts Party’s conduct of operations in a fashion similar to promptly prepare all necessary documentation, or equivalent to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations the manner in which those operations were being conducted in the absence of such request as of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by date of this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. Each (a) Upon the terms and subject to the conditions of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably use its reasonable best efforts to take, or cause to be taken, all actions and as promptly as practicable. The parties shall consult to do, or cause to be done, and cooperate with each other with respect in order to the obtaining of do, all permitsthings necessary, consents, approvals and authorizations of all third parties and Governmental Entities necessary proper or advisable under applicable Law (including under any Antitrust Law and under any applicable Gaming Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Mergers and the taking of such actions as are necessary to obtain any requisite expiration or termination of any applicable waiting period under the HSR Act; (ii) taking the steps necessary or desirable to obtain all consents, approvals (including Gaming Approvals) or actions of, make all filings with and give all notices to any Governmental Entity or any other Person required in order to permit consummation of the transactions contemplated by this Agreement; (iii) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Mergers; and (iv) resolving any objection asserted with respect to the transactions contemplated under this Agreement raised by any Governmental Entity and preventing the entry of any court order, and vacating, lifting, reversing or overturning any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the provisions of Section 5.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, and in any event by no later than fifteen (15) Business Days from the date of this Agreement, an appropriate Notification and Report Form pursuant to the HSR Act. Each of the Company and Parent shall pay all of its own filing fees and other charges for the filings required under the HSR Act with respect to it and its Subsidiaries. (c) In furtherance and not in limitation of the provisions of Section 5.7(a), Parent and the Company agree to, and agree to cause their Affiliates and their respective directors, officers, partners, managers, members, principals and stockholders to, prepare and submit to the Gaming Authorities all applications and supporting documents necessary to obtain all required Gaming Approvals as promptly as practicable, and in any event no later than thirty (30) days from the date of this Agreement. (d) If any of the Parent Entities or the Company receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, including but not limited to a Request for Additional Information or Documentary Material under the HSR Act or requests for supporting, supplemental, or additional documentation from any Gaming Authorities, then such party will shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, a response which is, at a minimum, in substantial compliance with such request. (e) The parties shall keep the each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, Agreement and work cooperatively in connection with obtaining the foregoing permitsapprovals of or clearances from each applicable Governmental Entity, consentsincluding: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law or applicable Gaming Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, approvals to the extent permitted by Law or Governmental Entity, no party will make any written communication with any Governmental Entity in relation to the transactions contemplated hereunder without first providing the other parties with a copy of such communication in draft form and authorizations of third giving such other parties or a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider all reasonable comments timely made by the other parties in this respect; provided, however, that no party shall be required to provide the other parties with any written communications with any Governmental Entity (or related materials) if such party reasonably determines that the disclosure of such written communications with any Governmental Entity (or related materials) would reasonably be expected materially prejudicial to have such party’s business; (ii) furnishing to the other parties all information within its possession that is required for any application or other filing to be made by the other parties pursuant to applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications (and, unless precluded by Law, providing copies of any such communications that are in writing) from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any substantive meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement, unless a material adverse effect party has a reasonable basis to object to the presence of the other parties at any such meetings or appearances; (measured iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on a scale relative behalf of any party hereto in connection with proceedings under or relating to Yardville the Antitrust Laws or applicable Gaming Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and its Subsidiaries, taken as a whole) on Acquirer, Yardville cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the Surviving Corporation consummation of the transactions contemplated by this Agreement. (a “Materially Burdensome Regulatory Condition”). f) In addition, Yardville agrees Parent and the Company shall take, or cause to cooperate be taken, all other action and use do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and/or applicable Gaming Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including using its reasonable best efforts to assist Acquirer in preparing obtain as promptly as practicable the expiration or termination of all waiting periods and filing such petitions obtain all Permits and filings, and in obtaining such permits, consents, all other approvals and authorizations any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. (g) No actions taken pursuant to this Section 5.7 shall be considered for purposes of third determining whether a Material Adverse Effect has occurred. (h) Notwithstanding the foregoing, commercially, competitively and/or personal sensitive information and materials of a party will be provided to the other parties and Governmental Entitieson an outside counsel-only basis, provided that may the parties shall cooperate to enable appropriate communications to be necessary made available to the other party with respect to such commercially or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergercompetitively sensitive information redacted if necessary.

Regulatory Approvals. 5.2.1 As between the Parties, Mersana shall be solely responsible for, and shall solely own, all applications for Regulatory Approval and Pricing Approval with respect to Licensed Products in the Mersana Territory and Licensee shall be solely responsible for, and shall solely own, all applications for Regulatory Approval and Pricing Approval with respect to Licensed Products in the Licensee Territory (to the extent consistent with Section 5.6 and the Pharmacovigilance Agreement, which shall govern with respect to required safety reports to Regulatory Authorities). Each of Yardville and Acquirer Party will cooperate with allow the other Party a reasonable opportunity to review and use comment on all reasonable best efforts applications for Regulatory Approval (and not applications for Pricing Approvals) in the United States, Canada, China, Russia and the Major Market Countries with respect to promptly prepare all necessary documentationa Licensed Product in advance of submission of any such application for Regulatory Approval by such Party or any of its Affiliates, to effect all necessary filings and to obtain all necessary permitslicensees or Sublicensees, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such Party will, and will cause its Affiliates, licensees or Sublicensees to, reasonably consider all comments timely provided by such other matters as may be necessary or advisable Party in connection any applicationtherewith. 5.2.2 To the extent permitted by the applicable Regulatory Authority, petition or any in connection with applications for Regulatory Approval (and not applications for Pricing Approval) in the United States, Canada, China, Russia and the Major Market Countries, each Party shall provide prior written notice reasonably in advance of, and the other statement or application made Party shall have the right to have a designee participate in, meetings with such Regulatory Authorities being conducted by or on behalf of Yardville such Party or Acquirer its Affiliates, licensees or Sublicensees, and the other Party shall have the right to any Bank Regulator participate in internal meetings or other Governmental Entity discussions of such Party or its Affiliates, licensees or Sublicensees (or the applicable portions thereof) occurring before or after, and related to, such meetings, and shall be provided with advance access to such Party’s materials prepared for such meetings. 5.2.3 Each Party, in connection with applications for Regulatory Approval (and not applications for Pricing Approval) in the Merger United States, Canada, China, Russia and the other transactions contemplated by this Agreement. Yardville and Acquirer Major Market Countries, shall also have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and comment upon any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep material correspondence between the other apprised of Party or its Affiliates, licensees or Sublicensees and the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, Regulatory Authorities or commit to take any action, or agree to any condition or restrictiontheir agents. 5.2.4 Each Party, in connection with obtaining applications for Regulatory Approval (and not applications for Pricing Approval) in the foregoing permitsUnited States, consentsCanada, approvals China, Russia and authorizations the Major Market Countries, shall provide the other Party regularly prepared minutes of third parties material meetings with any Regulatory Authority regarding Licensed Products in the Field conducted by or Governmental Entitieson behalf of such Party or its Affiliates, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville licensees or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filingsSublicensees, and available material teleconference reports with any Regulatory Authority regarding Licensed Products in obtaining the Field conducted by or on behalf of such permitsParty or its Affiliates, consents, approvals and authorizations of third parties and Governmental Entities, that may licensees or Sublicensees. 5.2.5 All materials provided under this Section 5.2 shall be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation deemed Confidential Information of the Mergerproviding Party. 5.2.6 To the extent that any application for Regulatory Approval and Pricing Approval is a required safety report to a Regulatory Authority, this Section 5.2 shall not apply to such filing and Section 5.6 shall control with respect such filing.

Regulatory Approvals. Each of Yardville (a) The Endo Companies and Acquirer will cooperate the Buyers shall cooperate, both prior to and promptly after Closing, as required, to prepare (including providing required information), identify and file with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators FDA and any other third parties applicable Governmental Authority the notices, applications, submissions and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer required pursuant to any Bank Regulator applicable Law or other Governmental Entity requirement to transfer the Regulatory Approvals from the Endo Companies to the Buyers or assist the Buyers with obtaining Regulatory Approvals in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirertheir own name, as the case may be, and to reasonably assist the Buyers with obtaining Regulatory Approvals in their (or their designees’) own name, including any Distribution Licenses, that are not, pursuant to applicable Health Care Laws, able to be transferred from the Endo Companies to the Buyers. Sellers shall use commercially reasonable efforts to submit to the applicable Governmental Authority prior to Closing, all notices, applications, submissions, and information required to transfer the Regulatory Approvals to the Buyers and assist the Buyers with obtaining Regulatory Approvals in their (or their designees’) own name, as the case may be, and in each case to the extent permitted by Law or permitted or requested by the applicable Governmental Authority. The Parties also agree to use all commercially reasonable efforts to take any and all other actions required by the FDA and any other applicable Governmental Authority to effect the transfer of their respective Subsidiariesthe Regulatory Approvals from the Sellers to the Buyers. Notwithstanding anything contained herein, it is acknowledged and agreed that any obligations hereunder of the Endo Companies in respect of the Consents, Permits or Regulatory Approvals procured or required for the Business of the Specified Subsidiaries shall be: (A) limited to providing to the Buyers, information, documents and such other cooperation as may be reasonably requested by the Buyers; and (B) only in respect of Consents, Permits or Regulatory Approvals, which appear pursuant to Law, require any action to, approval of, or notification, the relevant Governmental Authority in relation to acquisition of the Specified Subsidiaries by the Buyers. (b) Subject to the terms of the Transition Services Agreement (if such agreement is executed), with respect to each Product in each jurisdiction, from and after the Closing Date, until the date on which the relevant Buyer receives an assignment or transfer of the Regulatory Approval for such Product in such jurisdiction, or a replacement thereof naming the relevant Buyer as the Regulatory Approval holder for such Product in such jurisdiction, and until such time as the Buyers have all required Regulatory Approvals, including Distribution Licenses, that will allow the Buyers to operate the Business in respect of such Products, the Endo Companies shall, with respect to each such Product in each such jurisdiction, maintain in continuous effect all applicable Regulatory Approvals, including, for the benefit of the Buyers, all Distribution Licenses. (c) Buyers shall indemnify, defend and hold the Sellers harmless from and against any filing made and all Liabilities arising out of or in connection with any Regulatory Approval from and after the Closing through the date on which the Buyers receive an assignment or transfer of such Product Approval (or the related Regulatory Approval) for such Product, or a replacement thereof naming the Buyers as the Product Approval (or the related Regulatory Approval) holder for such Product, except for any and all Liabilities that result from the Sellers’ failure to comply with or maintain the Regulatory Approvals as required under applicable Laws. (d) Prior to the Closing and after the Closing Date and until the end of the Wind-Down Period, the Endo Companies and Buyers shall each use commercially reasonable efforts to cooperate with each other to obtain any Regulatory Approvals as required under applicable Laws in order to carry on the Business or in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing rightexecution, each delivery and performance of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating Ancillary Agreements contemplated pursuant to completion this transaction. Each of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein Sellers and Buyers shall be deemed responsible for their own costs in providing such cooperation; provided, that neither Party hereto shall be required to require Acquirer to take make any action, or commit to take any action, or agree payments to any condition or restriction, third parties in connection with obtaining such cooperation except as may be provided in the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville Chapter 11 Plan or the Surviving Corporation Plan Administrator Agreement (a “Materially Burdensome Regulatory Condition”as defined in the Chapter 11 Plan). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. (a) Each of Yardville Investor shall, and Acquirer will shall cooperate with the other and use all reasonable best efforts to promptly prepare Investor in causing the Purchaser to, as soon as reasonably practicable, make all necessary documentationfilings, to effect applications and submissions with governmental authorities under all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable applicable laws in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated in the Arrangement Agreement; provided that the costs and expenses, including legal and filing fees, for any such filings, applications and submissions to be made by this Agreement. Notwithstanding the foregoing, nothing contained herein Purchaser shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining shared equally by the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect Investors. (measured on a scale relative to Yardville and its Subsidiaries, taken as a wholeb) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and Each Investor shall use its reasonable best efforts to assist Acquirer obtain all consents, approvals, authorizations or waivers required to be obtained by it or the Purchaser from governmental authorities in preparing respect of the transactions contemplated in the Arrangement Agreement. (c) Subject to applicable laws, each Investor shall provide the other Investor (or the other Investor’s external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and filing such petitions and comment on all filings, applications and submissions made to governmental authorities in obtaining connection with the filings and applications referred to in Section 9(a) and the other Investor shall cooperate with and assist such permitsInvestor in the preparation and making of all such filings, consents, approvals applications and authorizations submissions. (d) Each Investor shall promptly notify the other Investor of third parties and Governmental Entities, that may be necessary or advisable any material communication to effect such Investor from any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation governmental authority in respect of the Mergerfilings and applications referred to in Section 9(a) or otherwise in respect of the transactions contemplated in the Arrangement Agreement (and provide a copy thereof if such communication is in writing) and, subject to applicable laws, provide the other Investor (or the other Investor’s external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such governmental authority. Each Investor shall consult with the other Investor (or the other Investor’s external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any governmental authority in respect of the transactions contemplated in the Arrangement Agreement and give the other Investor (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) the opportunity to attend and participate thereat.

Regulatory Approvals. Each (a) Subject to the terms and conditions of Yardville this Agreement, each Constituent Corporation will use its best efforts to take, or cause to be taken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as it practicable, (ii) complying, as promptly as is reasonably practicable, with any requests received from a governmental body by such Constituent Corporation with respect to the Merger, and Acquirer (iii) resolving any formal or informal objections of any governmental body with respect to any such filings or the Merger. (b) The Constituent Corporations covenant and agree that if any required regulatory approval to consummate the Merger is denied or not obtained, the Constituent Corporations will cooperate use their best efforts to work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such instances the benefits sought to be delivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as a result of such restructuring. (c) Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporations of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 11 and shall permit the other Constituent Corporations to review in advance any proposed communication by such Constituent Corporations to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other and use all reasonable best efforts to promptly prepare all necessary documentationConstituent Corporations in advance and, to effect all necessary filings the extent permitted by such governmental body, gives the other Constituent Corporations the opportunity to attend and to obtain all necessary permits, consents, waivers, approvals participate at such meeting. The Constituent Corporations will coordinate and authorizations of the SEC, the Bank Regulators cooperate fully with each other in exchanging such information and providing such assistance any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as Constituent Corporation may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity reasonably request in connection with the Merger and the other transactions contemplated by matters set forth in this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.Section

Regulatory Approvals. (a) Antitrust Law and Foreign Investment Law Filings. Each of Yardville Parent and Acquirer will cooperate with Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other and hand, will use all their respective reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings (i) file with the FTC and to obtain all necessary permits, consents, waivers, approvals and authorizations the Antitrust Division of the SEC, DOJ a Notification and Report Form relating to this Agreement and the Bank Regulators and any other third parties and governmental bodies necessary to consummate Merger as required by the transactions contemplated by HSR Act promptly following the date of this Agreement. Yardville ; and Acquirer will furnish each (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority that are required by other and each other’s counsel with all information concerning themselvesapplicable Antitrust Laws or Foreign Investment Laws or that are, their subsidiariesin the reasonable judgment of Parent, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Merger, as identified in Section 6.2(a) of the Company Disclosure Letter, provided that Parent shall make the final decision as to any required or advisable filings. Each of Parent and the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other transactions contemplated in the making of such filings; (B) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by this Agreement. Yardville and Acquirer shall have the right FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; (D) use its respective reasonable best efforts to review and approve in advance take all characterizations action necessary to (1) cause the expiration or termination of the information applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable; and (E) prior to independently participating in any meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such filings or any investigations or other inquiries relating thereto, provide notice to the other party of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Parent shall, after good faith consultation with the Company and after considering, in good faith, the Company’s views and comments, control and lead all communications, negotiations, timing decisions, and strategy on behalf of the parties relating to Yardville regulatory approvals under the Antitrust Laws or Acquirer, as the case may beForeign Investment Laws, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect litigation matters pertaining to the obtaining of all permitsAntitrust Laws or Foreign Investment Laws, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable subject to consummate Parent’s obligation hereunder (but subject to the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating limitations herein) to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in preparing and filing such petitions and filingseach case as soon as practicable, and the Company shall take all reasonable actions to support Parent in obtaining connection therewith. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will permit the other Party and its Representatives to review in advance any written communication proposed to be made by such permits, consents, approvals Party to any Governmental Authority and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation will consider in good faith the views of the other Party and promptly inform the other Party of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws or Foreign Investment Laws applicable to the Merger, then such Party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 6.2 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such material or information.

Regulatory Approvals. Each of Yardville SBBX and Acquirer PFS will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement, and PFS and Provident Bank will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof, and no later than forty-five (45) days after the date hereof; provided, however, that in no event shall PFS or Provident Bank be required to agree to any prohibition, limitation, or other requirement that would (i) prohibit or materially limit the ownership or operation by PFS or Provident Bank of all or any material portion of the business or assets of SBBX or any SBBX Subsidiary, (ii) compel PFS or Provident Bank to dispose of or hold separate all or any material portion of the business or assets of SBBX or any SBBX Subsidiary, (iii) impose a material compliance burden, penalty or obligation on PFS or Provident Bank resulting from noncompliance by SBBX or any SBBX Subsidiary with its regulatory obligations or (iv) otherwise materially impair the value of SBBX and the SBBX Subsidiaries to PFS and Provident Bank (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). Yardville SBBX and Acquirer PFS will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer SBBX, PFS to any Bank Regulator or other Governmental Entity governmental body in connection with the Merger Merger, and the other transactions contemplated by this Agreement. Yardville and Acquirer SBBX shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any governmental body. PFS shall give SBBX and its counsel the opportunity to review and comment on each filing prior to its being filed with a Bank Regulator or other Governmental Entity. In exercising the foregoing rightSEC and shall give SBBX and its counsel the opportunity to review and comment on all regulatory filings, each of the parties shall act reasonably amendments and as promptly as practicable. The parties shall consult with each other with respect supplements to the obtaining of such filings and all permits, consents, approvals responses to requests for additional information and authorizations of all third parties and Governmental Entities necessary or advisable replies to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating comments prior to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actiontheir being filed with, or commit to take any actionsent to, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville Bank Regulator or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerSEC.

Regulatory Approvals. Each (a) The Parent and the Holders agree that, at the request of Yardville and Acquirer will the other party, from time to time, they shall cooperate with and assist each other to determine whether a Regulatory Approval is or would be required in connection with any proposed or potential exchange of the Preferred Shares pursuant to this Agreement or the Series B-1 Preferred Share Terms or Series B-2 Preferred Share Terms, as applicable, including cooperation from the Parent and the Holders in providing each other with such financial and other information as is required to assess whether the size of the transaction, size of the parties or other thresholds applicable to the determination of whether a Regulatory Approval are attained. (b) The Parent and the Holders agree that, at the request of the other party, from time to time, they shall cooperate with and use all reasonable best efforts assist each other to promptly prepare all necessary documentationobtain any Regulatory Approval that is determined by the Holders or the Parent, each acting reasonably and on the advice of counsel, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity required in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations exchange of the information relating Preferred Shares pursuant to Yardville this Agreement or Acquirerthe Series B-1 Preferred Share Terms or Series B-2 Preferred Share Terms, as the case may beapplicable, and any of their respective Subsidiaries, which appear in any filing made or in connection with the transactions exercise of voting rights or Beneficiary Votes as contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each in Section 6.2 of the parties Engaged Investor Rights Agreement and the Oaktree Investor Rights Agreement. Such mutual cooperation shall act reasonably include: (i) using commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or advisable under applicable Law to obtain any such Regulatory Approval as promptly as practicable. The parties shall consult practicable following the request of the other party, including: (i) the preparation and filing of all forms, registrations and notifications required to be filed in connection with such Regulatory Approvals; (ii) satisfaction of any conditions required to obtain such Regulatory Approval; and (iii) obtaining (and cooperating with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order or approval of, waiver or any exemption by, any Governmental Entity required to be obtained or made by the parties in connection with respect such Regulatory Approval; and (ii) keeping each other fully informed as to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters and the processes and proceedings relating to completion obtaining any such Regulatory Approval and promptly notifying each other of any material communication from any Governmental Entity in respect of any Regulatory Approval and, to the transactions contemplated extent not precluded by this Agreement. Notwithstanding such Governmental Entity, giving the foregoingother parties the opportunity to review drafts of, nothing contained herein shall be deemed to require Acquirer to take and provides final copies of, any actionsubmissions, correspondence or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and to attend and participate in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary any communications or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergermeetings.

Regulatory Approvals. (a) Each of Yardville Parent, MergerLLC, REG and Acquirer will cooperate with the other and Company shall use all their respective commercially reasonable best efforts to promptly prepare (i) make or cause to be made all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations required of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary of them or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective SubsidiariesSubsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and by the Common Plan Agreements, which appear as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Parent shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Authority in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties shall act reasonably and as promptly as practicable. The parties hereto shall consult and cooperate with each one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and each party will keep any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other apprised of the status of matters relating to completion order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the foregoingcontrary provided herein, nothing contained herein neither Parent, MergerLLC, REG or the Company nor any of their respective Affiliates shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restrictionrequired, in connection with obtaining the foregoing permitsmatters covered by this Section 6.4, consents(i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel), approvals and authorizations (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any of third parties its or Governmental Entitiesits Affiliates’ businesses, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiariesproduct lines or assets, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerPurchased Assets, (iv) to agree to any limitation on the operation or conduct of the Business, or (v) to waive any of the conditions to this Agreement set forth in Section 7.1 or 7.2.

Regulatory Approvals. Each of Yardville (a) Buyer and Acquirer will cooperate with the other Seller shall each promptly apply for, and use take all reasonable best efforts to promptly prepare all reasonably necessary documentation, to effect all necessary filings and actions to obtain or make, as applicable, all necessary permitsOrders and Authorizations of, consentsand all filings with, waivers, approvals and authorizations any Governmental Entity or other Person required to be obtained or made by it for the consummation of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville Each party shall cooperate with and Acquirer will promptly furnish each information to the other and each other’s counsel party necessary in connection with all information concerning themselves, their subsidiaries, directors, officers and stockholders and any requirements imposed upon such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity party in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations consummation of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Without limiting the generality of the foregoing, if necessary, Buyer and Seller shall, as promptly as practicable after any party hereto determines that such filing shall be made, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other filings (or where appropriate, draft submissions), reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of Seller and Buyer shall furnish to each party will other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Buyer and Seller shall each be responsible for one half of all filing and other similar fees payable in connection with filings under the HSR Act. Buyer and Seller shall bear all other filing fees and local counsel fees related to Other Antitrust Laws at their own expense. (b) Each of Buyer and Seller shall use its reasonable best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement. Each of Buyer and Seller shall keep the other apprised of the status of matters relating to completion of any communications with, and any inquiries or requests for additional information from, the transactions contemplated by this Agreement. Notwithstanding FTC and the foregoing, nothing contained herein DOJ and other Governmental Entities and shall be deemed to require Acquirer to take comply promptly with any action, such inquiry or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals request. (c) Buyer and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees Seller shall instruct their respective counsel to cooperate with each other and use its reasonable best efforts to assist Acquirer in preparing facilitate and filing such petitions expedite the identification and filingsresolution of any issues arising under the HSR Act and Other Antitrust Laws at the earliest practicable dates. Such reasonable best efforts and cooperation include, but are not limited to, counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of any Governmental Entity, and in obtaining (ii) to confer with each other regarding appropriate contacts with and response to personnel of such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerEntity.

Regulatory Approvals. (a) Each of Yardville the Company, Parent and Acquirer will cooperate with the other Merger Sub shall promptly apply for, and use all reasonable best efforts to promptly prepare obtain or make, as applicable, all necessary documentationGovernmental Authorizations, Orders, declarations and filings with, and notices to, any Governmental Entity required to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations be obtained or made by it for the consummation of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by hereby. Each party shall cooperate with and promptly furnish information to the other parties reasonably necessary in connection with any requirements imposed upon such other parties in connection with the consummation of the Merger. Without limiting the generality of the foregoing, each of the Company, Merger Sub and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than 10 Business Days following the execution and delivery of this Agreement, file (i) with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), the notification and report form required for the Merger and the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) with any other Governmental Entity, any other filings, reports, information and documentation required for the Merger and the transactions contemplated hereby pursuant to any Other Antitrust Laws. Yardville Each of the Company and Acquirer will Parent shall furnish each other and to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as its preparation of any filing or submission that may be necessary or advisable in connection under the HSR Act and any application, petition or Other Antitrust Laws. (b) Each of the Company and Parent shall use its reasonable best efforts to obtain promptly any other statement or application made by or on behalf clearance required under the HSR Act and any Other Antitrust Laws for the consummation of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby. Yardville and Acquirer shall have the right to review and approve in advance all characterizations Each of the information relating to Yardville or Acquirer, as the case may be, Company and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties Parent shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and any other Governmental Entities and shall comply promptly with any such inquiry or request, including any request for additional information. Each of the Company and Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Entity regarding any Governmental Authorizations, Orders, declarations and filings with, and notices to, any Governmental Entity, and permit the other to completion review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Entity with respect to the Merger and the transactions contemplated by this Agreement. . (c) Notwithstanding the foregoingforegoing or any other provision of this Agreement, nothing contained herein (i) Parent shall not be deemed required to require Acquirer (A) consent to take the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any action, of its or commit its Affiliates’ assets or any assets of the Surviving Corporation or any of its Subsidiaries or (B) consent to take any action, other structural or conduct remedy or enter into any settlement or agree to any condition Order regarding antitrust matters respecting the transactions contemplated by this Agreement and (ii) neither Parent nor any of its Affiliates shall have any obligation to contest, administratively or restrictionin court, in connection with obtaining any ruling, order or other action of any Governmental Entity or any other Person respecting the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entitiestransactions contemplated by this Agreement; provided, that would reasonably be expected each of the Company and Parent shall both promptly respond to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville the DOJ or the Surviving Corporation FTC to any request for additional information. (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees d) Each of the Company and Parent shall instruct their respective counsel to cooperate with each other and use its reasonable best efforts to assist Acquirer in preparing facilitate and filing such petitions expedite the identification and filingsresolution of any issues arising under the HSR Act and the Other Antitrust Laws and the expiration of the applicable HSR Act waiting period and any waiting periods under the Other Antitrust Laws at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, (ii) to confer with each other regarding appropriate contacts with and response to personnel of any Governmental Entity, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable (iii) to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation apprise each other of the Mergerstatus and outcome of any meetings or conferences with any Governmental Entity.

Regulatory Approvals. Each Obligor shall promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approvals or the consent, approval, registration, qualification or authorization of Yardville and Acquirer will cooperate with any other Person deemed necessary for the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations effective exercise of any of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by rights under this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf Without limiting the generality of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein if an Event of Default shall have occurred and be continuing, each Obligor shall take any reasonable action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be deemed instructed to require Acquirer seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably whom control will ultimately be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”)transferred. In addition, Yardville Each Obligor hereby agrees to cooperate authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Acquirer in preparing obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such petitions Obligor’s portion of any necessary application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this Section would be inadequate and filingsthat such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this Section may be specifically enforced, and in obtaining such permits, consents, approvals Obligor hereby waives and authorizations agrees not to assert any defenses against an action for specific performance of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergersuch covenants.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with the other and Party shall use all reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement but no later than required by applicable Law, all applications, notices, reports and other documents reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Authority with respect to the Merger and the other Contemplated Transactions, and to submit promptly prepare all necessary documentation, any additional information requested by any such Governmental Authority. Each Party shall utilize reasonable best efforts to effect all necessary filings and cooperate fully with the other Party in promptly seeking to obtain all necessary permits, such required consents, waiversauthorizations, approvals orders and authorizations approvals. The Parties hereto shall not take any action that will have the effect of delaying, impairing or impeding the SECreceipt of any required consents, authorizations, orders and approvals. The Parties shall each use their reasonable best efforts to resist any assertion that the Bank Regulators Contemplated Transactions constitute a violation of antitrust or merger control Laws, rules or regulations. All filing fees which are due and any other third parties owing upon respective filings under antitrust or merger control Laws shall be shared equally between the Company and governmental bodies necessary to consummate the transactions contemplated by this AgreementInnovate. Yardville All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application proposals made by or on behalf of Yardville either Party before any Governmental Authority or Acquirer the staff or regulators of any Governmental Authority with respect to any Bank Regulator or other Governmental Entity in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer Contemplated Transactions shall have be disclosed to counsel for the right to review and approve other Party hereunder in advance all characterizations of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (a) remove personally sensitive information, (b) remove references concerning the valuation of the information relating Company and its Subsidiaries or Innovate and its Subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (c) comply with contractual arrangements, (d) prevent the loss of a legal privilege or (e) comply with applicable Law. To the extent reasonably practicable, each Party shall give notice to Yardville counsel for the other party with respect to any meeting, discussion, appearance or Acquirercontact with any Governmental Authority or the staff or regulators of any Governmental Authority with respect to the Merger and the other Contemplated Transactions, as with such notice being sufficient to provide the case may beother party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. In the event that any Legal Proceeding is commenced challenging the Merger or any of the other Contemplated Transactions under antitrust, competition or merger control Laws, and any such Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of all or part of the Merger or the other Contemplated Transactions, the Parties shall cooperate with each other and use their respective Subsidiariesreasonable best efforts to contest any such Legal Proceeding and to have vacated, which appear lifted, reversed, or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Contemplated Transactions; provided that nothing in this sentence shall require any filing Party to divest any assets it owns as of the date hereof to the extent such divestiture would have a material and adverse effect on the businesses of the combined company following consummation of the Merger, taken as a whole. The Company shall file (if not previously filed) the OCS Notice with the OCS as required to be made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties transaction and Innovate shall act reasonably execute and as promptly as practicable. The parties shall consult with each other with respect deliver to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate Company an undertaking required under the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerInnovation Law.

Regulatory Approvals. (a) Each party shall use their respective commercially reasonable efforts to file or otherwise submit, as soon as practicable after the date of Yardville this Agreement, all notices, reports and Acquirer will cooperate other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file any notification or other document required to be filed in connection with the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters as promptly as practicable. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. (b) Parent and the Company shall use all commercially reasonable best efforts to promptly prepare cause to be taken all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies actions necessary to consummate the transactions contemplated by Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement. Yardville : (i) shall make all filings and Acquirer will furnish each other submissions (if any) and each other’s counsel with give all information concerning themselves, their subsidiaries, directors, officers notices (if any) required to be made and stockholders and given by such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity party in connection with the Merger and the other transactions contemplated Contemplated Transactions; (ii) shall use their commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made such party in connection with the transactions contemplated by this Agreement Merger or any of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions. Each party shall provide the other with any Bank Regulator a copy of each proposed filing with or other submission to any Governmental EntityBody relating to any of the Contemplated Transactions, and shall give the other party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. In exercising Each party shall promptly deliver to the foregoing rightother a copy of each such filing or other submission made, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement notice given and each party will keep Consent obtained during the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerPre-Closing Period.

Regulatory Approvals. Each (a) Subject to and in accordance with the provisions of Yardville this Section 6.4, each of the Parties shall use commercially reasonable efforts to obtain (and Acquirer will shall cooperate fully with the other Parties in obtaining) as promptly as practicable the Company Approvals, the Buyer Approvals and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permitsother authorizations, consents, waiversclearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals and authorizations of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the SEC, the Bank Regulators other Transaction Documents and any other third parties and governmental bodies necessary applicable Laws to consummate and make effective the transactions contemplated by Transactions as promptly as practicable and in any event no later than the Outside Date. Buyer shall pay all filing fees in connection with Buyer Approvals, and Seller shall pay all filing fees for all Company Approvals; provided, however, that Buyer, on the one hand, and Seller, on the other hand, will each pay at the time of filing one half of any fees required with respect to any filings made pursuant to the HSR Act. (b) As promptly as practicable (and, in the case of filings required to be made pursuant to the HSR Act, not later than five Business Days following the date of this Agreement. Yardville ), Seller and Acquirer will furnish each other Buyer shall promptly make all filings and each other’s counsel notifications with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as Government Entities that may be or may become necessary or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) Seller and Buyer may not, without the consent of the others Parties (which consent shall not be unreasonably withheld, delayed or conditioned), (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Seller and Buyer shall use commercially reasonable efforts to supply as promptly as practicable and advisable any information and documentary material that may be requested pursuant to any applicable Laws in connection with such filings or submissions. (d) Subject to applicable Laws relating to the sharing of information, Seller and Buyer shall promptly notify each other of any applicationcommunication Seller or Buyer, petition as applicable, receives from any Government Entity (other than communications for purely logistical purposes) and, subject to the proviso below in this clause (d), permit the other Party to review in advance any proposed applications, notices, submissions, filings related to any pre-Closing period, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Party, as applicable, to any Government Entity and shall provide such other Party with copies of all applications, notices, submissions (including above referenced filings), undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Party, as applicable, or any of its Representatives, on the one hand, and any Government Entity or members of the staff of any Government Entity, on the other statement hand, in each case to the extent relating to the matters that are the subject of this Agreement and the other Transaction Documents, except with respect to Taxes (which are covered by Section 6.10(b)). Except with respect to Taxes (which are covered by Section 6.10(b)) and subject to the proviso below in this clause (d), Seller and Buyer shall not agree to participate in any substantive meeting or application made discussion with any Government Entity relating to the matters that are the subject of this Agreement (including in respect of satisfying or obtaining the Buyer Approvals and the Company Approvals) or any of the other Transaction Documents unless, to the extent practicable, such Party consults with such other Parties in advance and, to the extent permitted by such Government Entity, gives such other Parties the opportunity to attend and participate at such meeting or on behalf of Yardville or Acquirer to any Bank Regulator or discussion. Seller and Buyer shall coordinate and cooperate fully with each other Governmental Entity in exchanging such information and providing such assistance as each may reasonably request in connection with the Merger foregoing and shall keep each other informed of the status of discussions relating to obtaining or concluding the Buyer Approvals and the other transactions contemplated by this Agreement. Yardville Company Approvals; provided, however, that the foregoing shall not require Seller and Acquirer shall have Buyer or any of their respective Affiliates (i) to disclose any information that in the right to review and approve in advance all characterizations reasonable judgment of the information relating to Yardville such Party or Acquirer, any of its Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information or confidential competitive information of such Party or any of its Affiliates or (iii) to disclose the valuation of, or any communications, analyses or other work product regarding the valuation of, the Securities, the Company or the Company’s assets or any other communications, analyses or other work product regarding the desirability or feasibility of the Transactions or similar transactions involving the Securities, the Company or the Company’s assets. None of the Parties shall be required to comply with any provision of this Section 6.4(d) to the extent that such compliance would be prohibited by applicable Law. (e) Seller and Buyer shall use their reasonable best efforts to (i) cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other applicable Laws with respect to the Transactions as promptly as is reasonably practicable, (ii) resolve any objections as may be asserted by any Government Entity with respect to the Transactions and (iii) contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Government Entity challenging the Transactions as violating any applicable Law; provided, however, nothing in this Section 6.4 or elsewhere in this Agreement shall require, or be construed to require, Buyer, the Company, Seller or any of their respective SubsidiariesSubsidiaries or Affiliates to make, which appear in proffer, propose, negotiate, offer to effect or consent, commit or agree to any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator sale, divestiture, lease, licensing, transfer, disposal, divestment or other Governmental Entityencumbrance of, or to hold separate any assets, licenses, businesses or interest of Buyer, the Company, Seller or any of their respective Subsidiaries or Affiliates. In exercising the foregoing right, each None of the parties Company, Seller or any of their respective Subsidiaries or Affiliates shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any actiontake, or agree to take, any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergeractions described in this clause (e) without the prior written consent of Buyer.

Regulatory Approvals. (a) Without limiting the generality of Section 6.2, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by other applicable Antitrust Laws, in each case as Parent may deem necessary and/or appropriate. Each of Yardville Parent and Acquirer will the Company shall promptly, subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants retained by such counsel, and except as may be prohibited by any Governmental Authority or by any Law, (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of (iii) supply any additional information that reasonably may be required or requested by the SECFTC, the Bank Regulators and DOJ or the competition or merger control authorities of any other third parties jurisdiction and governmental bodies that Parent reasonably deems necessary to consummate the transactions contemplated by this Agreementand/or appropriate. Yardville Parent shall be solely responsible for all fees and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity expenses incurred in connection with the Merger and filings made in connection with this Section 6.3(a). Each party hereto shall promptly inform the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville party or Acquirerparties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Neither Parent nor the Company shall commit or agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, (i) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, which appear (B) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any filing made in connection with manner, or (C) impose any restriction, requirement or limitation on the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each operation of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the obtaining of all permitsCompany in the event the Closing occurs or (ii) file or defend any lawsuit or Legal Proceeding, consents, approvals and authorizations of all third parties and appeal any judgment or Order or contest any injunction issued in a Legal Proceeding initiated by a Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerAuthority.

Regulatory Approvals. Each of Yardville 2.1 This Agreement, and Acquirer any amendment or modification hereof, will cooperate be submitted to the state regulatory body for approval in accordance with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations Section 252 of the SECAct. Should the state regulatory body deny approval of the Agreement or any part thereof, the Bank Regulators parties agree to consider whether any additional and any other third parties and governmental bodies appropriate judicial or administrative efforts are necessary to consummate gain approval of said part or Agreement. If it is mutually determined that the transactions contemplated part or Agreement must be renegotiated to gain approval by the state regulatory body, the parties agree to do so on an expedited basis. If the parties fail to reach agreement, either party may seek resolution pursuant to Section 23 (Dispute Resolution Procedures) of this Agreement. 2.2 In the event the FCC or the State regulatory body promulgates rules or regulations, or issues orders, or a court with appropriate jurisdiction issues orders, which make unlawful any provision of this Agreement, the parties shall negotiate promptly and in good faith in order to amend the Agreement to substitute contract provisions which are consistent with such rules, regulations or orders. In the event the parties cannot agree on an amendment within thirty (30) days from the date any such rules, regulations or orders become effective, then the parties shall resolve their dispute under the applicable procedures set forth in Section 23 (Dispute Resolution Procedures) hereof. 2.3 In the event BellSouth is required by any governmental authority to file a tariff or make another similar filing ("Filing") in order to implement this Agreement, BellSouth shall (i) consult with MCIm reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to MCIm its proposed tariff and obtain MCIm's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for MCIm the full benefit of the rights otherwise provided in this Agreement. Yardville In no event shall BellSouth file any tariff to implement this Agreement that purports to govern the services provided hereunder that is inconsistent with the rates and Acquirer will furnish each other terms and each other’s counsel with all information concerning themselvesconditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 2.4 In the event that any final and nonappealable legislative, their subsidiariesregulatory, directorsjudicial or other legal action materially affects any material terms of this MCImetro-BellSouth Mississippi Interconnection Agreement Agreement, officers or the ability of MCIm or BellSouth to perform any material terms of this Agreement, or in the event a judicial or administrative stay of such action is not sought or granted, MCIm or BellSouth may, on thirty (30) days written notice (delivered not later than thirty (30) days following the date on which such action has become legally binding and stockholders has otherwise become final and nonappealable) require that such other matters terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be necessary or advisable required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall be resolved in connection any application, petition or any other statement or application made by or on behalf accordance with Section 23 (Dispute Resolution Procedures) of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information . 2.5 The parties intend that any additional services requested by either party relating to Yardville or Acquirer, as the case may be, and any subject matter of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by will be incorporated into this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergeramendment.

Regulatory Approvals. (a) Antitrust Law and Foreign Investment Law Filings. Each of Yardville Parent and Acquirer will cooperate with Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Company, use all their respective reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings (i) file with the FTC and to obtain all necessary permits, consents, waivers, approvals and authorizations the Antitrust Division of the SEC, DOJ a Notification and Report Form relating to this Agreement and the Bank Regulators and any other third parties and governmental bodies necessary to consummate Merger as required by the transactions contemplated by HSR Act no later than 20 Business Days following the date of this Agreement. Yardville ; and Acquirer will furnish each (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority that are required by other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition applicable Antitrust Laws or any other statement Foreign Investment Laws or application made by or on behalf that are, in the reasonable judgment of Yardville or Acquirer to any Bank Regulator or other Governmental Entity Parent after considering the views of the Company in good faith, advisable in connection with the Merger. Each of Parent and the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings; (B) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; (D) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in each case as soon as practicable; and (E) prior to independently participating in any material meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such filings or any investigations or other inquiries relating thereto, provide notice to the other transactions contemplated party of such meeting or conversation and, unless prohibited by this Agreement. Yardville and Acquirer shall have such Governmental Authority, the right opportunity to review and approve in advance all characterizations of the information relating to Yardville attend or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicableparticipate. The parties Parties shall consult collaborate with each other in good faith with respect to developing, and executing on, the obtaining of all permitsstrategy for regulatory approval; provided that in the event the parties do not agree on the strategy for regulatory approval, consents, approvals Parent shall have final decision-making authority so long as Parent exercises such final decision-making authority in good faith and authorizations of all third parties and Governmental Entities necessary or advisable subject to consummate Parent’s obligation hereunder (but subject to the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating limitations herein) to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to the Merger and (2) obtain any required consents pursuant to any Antitrust Laws or Foreign Investment Laws applicable to the Merger, in preparing each case as soon as practicable. Each of Parent and filing such petitions Merger Sub (and filingstheir respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will permit the other Party and its Representatives to review in obtaining advance any written communication proposed to be made by such permits, consents, approvals Party to any Governmental Authority and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation consider in good faith the views of the other Party and promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws or any Foreign Investment Laws applicable to the Merger, then such Party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 6.2 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such material or information.

Regulatory Approvals. Each of Yardville and Acquirer The Parties will cooperate with the each other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SECof, the Bank Regulators and any other third parties and governmental bodies Governmental Entities necessary to consummate the transactions contemplated by this AgreementAgreement and ISBC and Investors Bank will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof; provided, however, that in no event shall ISBC or Investors Bank be required to agree to any prohibition, limitation, or other requirement of any Bank Regulator that would (a) prohibit or materially limit the ownership or operation by ISBC or Investors Bank of all or any material portion of the business or assets of BOP or any BOP Subsidiary, (b) compel ISBC or Investors Bank to dispose of or hold separate all or any material portion of the business or assets of BOP or any BOP Subsidiary, (c) impose a material compliance burden, penalty or obligation on ISBC or Investors Bank resulting from noncompliance by BOP with its regulatory obligations; or (d) otherwise materially impair the value of BOP and the BOP Subsidiaries (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). Yardville and Acquirer The Parties will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement. Yardville and Acquirer BOP shall have the right to review review, and approve in advance all characterizations of to the extent practicable to consult with ISBC and Investors Bank on, the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other any Governmental Entity. In exercising ISBC shall give BOP and its counsel the foregoing rightopportunity to review, and to the extent practicable to consult with ISBC and Investors Bank on, each of filing prior to its being filed with a Bank Regulator and shall give BOP and its counsel the parties shall act reasonably opportunity to review all regulatory filings, amendments and as promptly as practicable. The parties shall consult with each other with respect supplements to the obtaining of such filings and all permits, consents, approvals responses to requests for additional information and authorizations of all third parties and Governmental Entities necessary or advisable replies to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating comments prior to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actiontheir being filed with, or commit to take any actionsent to, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerBank Regulator.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate (a) By no later than thirty (30) days after the Agreement Date, Acquiror shall make all appropriate filings with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations Regulatory Authorities for approval of the SECContemplated Transactions, including the Bank Regulators and preparation of an application or any amendment thereto or any other third parties required statements or documents filed or to be filed by any party with: (a) the Federal Reserve pursuant to the BHCA and/or the FRA; (b) the OCC pursuant to the NBA; (c) the DFPR pursuant to the IBA; and governmental bodies necessary (d) any other Person or Regulatory Authority pursuant to any applicable Legal Requirement, for authority to consummate the transactions contemplated by this AgreementContemplated Transactions. Yardville The Company will cooperate and Acquirer will furnish each other cause the Bank to cooperate, in good faith, to assist Acquiror and each other’s counsel with all information concerning themselvesAcquiror Bank in preparing and filing any required notices, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator applications or other Governmental Entity in connection information with Regulatory Authorities for the purpose of obtaining all necessary approvals of the Contemplated Transactions. Prior to the making of any filing pursuant to this Section 8.1(a), the Company and its counsel shall be provided with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right opportunity to review and approve in advance comment upon all characterizations of the information relating to Yardville or Acquirer, as the case may benon-confidential portions thereof, and Acquiror agrees promptly to advise the Company and its counsel of, and share with them, any of their respective Subsidiaries, which appear in material communication received by Acquiror or its counsel from any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Regulatory Authorities with respect to the obtaining non-confidential portions of all permits, consents, approvals such filings. Acquiror and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Company agree that Acquiror’s counsel will keep have primary responsibility for the other apprised preparation of the status of matters relating to completion necessary applications for regulatory approval of the transactions contemplated by Contemplated Transactions. (b) By no later than thirty (30) days after the Agreement Date, the Company shall make all appropriate filings with the Regulatory Authorities for approval of the Xxxxx Payment. Prior to the making of any filing pursuant to this Agreement. Notwithstanding the foregoingSection 8.1(b), nothing contained herein Acquiror and its counsel shall be deemed provided with the opportunity to require Acquirer comment upon all non-confidential portions thereof, and the Company agrees promptly to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville advise Acquiror and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filingscounsel of, and in obtaining share with them, any material communication received by the Company or its counsel from any Regulatory Authorities with respect to the non-confidential portions of such permits, consents, approvals filings. Acquiror and authorizations of third parties and Governmental Entities, the Company agree that may the Company’s counsel will be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation responsible for the preparation of the Mergernecessary applications for regulatory approval of the Xxxxx Payment.

Regulatory Approvals. Each of Yardville Promptly, and Acquirer will cooperate with at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the other Canadian Agent may reasonably request and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made required by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity law in connection with the Merger and obtaining of any Governmental Approval or the consent, approval, registration, qualification or authorization of any other transactions contemplated by Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Yardville and Acquirer shall have Without limiting the right to review and approve in advance all characterizations generality of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Canadian Agent may reasonably request in order to transfer and assign to the Canadian Agent, or to such one or more third parties as the Canadian Agent may designate, or to a combination of the foregoing, each Governmental Approval of the Obligors. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Canadian Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be deemed instructed to require Acquirer seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably whom control will ultimately be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”)transferred. In addition, Yardville Each Obligor hereby agrees to cooperate authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Acquirer in preparing obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such petitions Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Canadian Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and filingsthat such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and in obtaining such permits, consents, approvals Obligor hereby waives and authorizations agrees not to assert any defenses against an action for specific performance of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergersuch covenants.

Regulatory Approvals. Each of Yardville Acquiror and Acquirer the Company and their respective Subsidiaries will cooperate with the other and use all reasonable best efforts to as promptly prepare all necessary documentationas possible prepare, to effect all necessary filings but in no event later than thirty (30) days following the date hereof, file, and to thereafter effect and obtain all necessary Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of Acquiror and 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 Legal Requirements relating to the exchange of information, with respect to all substantive written information submitted to any Regulatory Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other Contemplated Transactions, and each other’s counsel party will keep the other party apprised of the status of material matters relating to completion of the Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationfiling, petition or any other statement notice or application made by or on behalf of Yardville such other party or Acquirer any of its Subsidiaries with or to any Bank Regulator or other Governmental Entity Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this AgreementContemplated Transactions. Notwithstanding the foregoingforegoing or anything else in this Agreement, nothing contained herein shall be deemed to require Acquirer to Acquiror to, and the Company and its Subsidiaries shall not, without the prior written consent of Acquiror, agree to, take any action, action or commit to take any actionaction in connection with, or agree to any condition on, or restrictionrequest with respect to, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, any Requisite Regulatory Approval that would reasonably be expected to have a material adverse effect (a) materially and adversely affect the business, operations or financial condition of Acquiror (measured on a scale relative to Yardville Acquiror and its Subsidiaries, taken as a wholewhole after giving effect to the Contemplated Transactions), (b) require Acquiror or any of its Subsidiaries to make any material covenants or commitments with a Regulatory Authority or other third party, or complete any divestitures, whether prior to or subsequent to the Closing, (c) result in a Material Adverse Effect on AcquirerAcquiror and its Subsidiaries, Yardville taken as a whole after giving effect to the Contemplated Transactions or (d) restrict in any material respect or impose a material burden on Acquiror or any of its Subsidiaries (including, after the Surviving Corporation Effective Time, the Company and its Subsidiaries) in connection with the transactions contemplated hereby or with respect to the business or operation of Acquiror or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) (for purposes of clause (d), materiality shall be measured on a scale relative to Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions) (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. Each 2.1. This Agreement, and any amendment or modification hereof, will be submitted to the appropriate State Commission for approval in accordance with Section 252 of Yardville the Act. ALLTEL and Acquirer will cooperate with the other and Carrier shall use all reasonable their best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations approval of the SEC, the Bank Regulators and this Agreement by any other third parties and governmental bodies necessary to consummate the transactions contemplated by regulatory body having jurisdiction over this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters Carrier shall not order services under this Agreement before the Effective Date except as may otherwise be agreed in writing between the Parties. In the event any governmental authority or agency rejects any provision hereof, the Parties shall negotiate promptly and in good faith only such revisions as may reasonably be necessary or advisable to achieve approval. 2.2. The Parties acknowledge that the respective rights and obligations of each Party as set forth in connection this Agreement are based on the text of the Act and the rules and regulations promulgated thereunder by the FCC and the Commission as of the Effective Date (“Applicable Rules”). In the event of any applicationamendment to the Act, petition any effective legislative action or any effective regulatory or judicial order, rule, regulation, arbitration award or other statement legal action purporting to apply the provisions of the Act which revises, modifies or application made reverses the Applicable Rules (individually and collectively, “Amended Rules”), either Party may, by or on behalf providing written notice to the other Party, require that the affected provisions of Yardville or Acquirer this Agreement be renegotiated in good faith and this Agreement shall be amended accordingly to reflect the pricing, terms and conditions of each such Amended Rules relating to any Bank Regulator or other Governmental Entity of the provisions in connection with the Merger and the other transactions contemplated by this Agreement. Yardville If the Parties do not come to agreement on the rates, terms, and Acquirer shall have the right to review and approve in advance all characterizations conditions of the information relating to Yardville proposed modification within forty-five (45) days of the date upon which notice was received by one of the Parties, then either Party may seek relief of the dispute from the Commission, FCC, or Acquirer, as the case may be, and other court of competent jurisdiction. 2.3. Section 2.2 shall control notwithstanding any other provision of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator to the contrary. Any rates, terms or other Governmental Entity. In exercising the foregoing right, each conditions thus developed or modified shall be substituted in place of those previously in effect and shall be deemed to have been effective under this Agreement as of the parties shall act reasonably and as promptly as practicableeffective date established by the Amended Rules, whether such action was commenced before or after the Effective Date of this Agreement. The parties shall consult with each other Should the Parties be unable to reach agreement with respect to the obtaining applicability of all permitssuch order or the resulting appropriate modifications to this Agreement, consentsthe Parties shall present any such issues to the Commission or the FCC to establish appropriate interconnection arrangements under the Act in light of the Amended Rules, approvals and authorizations it being the intent of all third the parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by that this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection brought into conformity with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken then current obligations under the Act as a whole) on Acquirer, Yardville or determined by the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerAmended Rules.

Regulatory Approvals. Each (a) Other than with respect to the Competition Act Approval, which shall be governed by Section 4.6, as soon as reasonably practicable following the date of Yardville this Agreement, the Parties shall prepare and Acquirer file all necessary documents, registrations, statements, petitions, filings and applications for all necessary Regulatory Approvals and use commercially reasonable efforts to obtain and maintain all such Regulatory Approvals. (b) Other than with respect to the Competition Act Approval, which shall be governed by Section 4.6, the Party responsible at Law for obtaining a Regulatory Approval shall be the Party to make the filing to obtain such approval (or any remedy or change thereto) but will do so only once each Party hereto has reviewed any filing and has had the opportunity to provide comment on it and any statement in any application that creates an obligation on a Party must have the consent of that Party before it is included in the application. (c) Subject to any applicable Law, the Parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings related to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Authority in respect of the Arrangement, this Agreement or the transactions contemplated hereby and respond as promptly as reasonably possible to any inquiries or requests received from a Governmental Authority in respect of any Regulatory Approval; and shall not make any submissions or filings, participate in any substantive meetings, conversations or correspondence with any Governmental Authority in respect of obtaining the Regulatory Approvals unless it consults with the other and use all reasonable best efforts to promptly prepare all necessary documentationParty in advance and, to effect the extent not precluded by such Governmental Authority, gives the other Party the opportunity to review drafts of any submissions, filings or correspondence (including responses to requests for information and inquiries from any Governmental Authority) and will provide the other Party a reasonable opportunity to comment thereon and consider those comments in good faith, and shall provide each other with all information necessary filings to support the applications for the Regulatory Approvals, as reasonably required by the Party making the filing; and shall provide the other Party and its outside counsel with final copies of all such material submissions, filings, correspondence, presentations, applications, plans and other material documents submitted to obtain all necessary permits, consents, waivers, approvals and authorizations or filed with any Governmental Authority in respect of the SECRegulatory Approvals. (d) Notwithstanding any other requirement in this Section 4.5, where a Party (a “Disclosing Party”) is required under this Section 4.5 to provide information to another Party (a “Receiving Party”) that the Disclosing Party reasonably deems to be confidential or competitively or commercially sensitive information, the Bank Regulators Disclosing Party may provide a redacted version removing the confidential or competitively or commercially sensitive information to the Receiving Party; provided that: (i) the Disclosing Party also provides a complete, non-redacted version to the Receiving Party’s outside legal counsel on an external counsel-only basis and the Receiving Party may not request such competitively or commercially sensitive information from its outside legal counsel; and (ii) nothing in this Agreement requires either Party to share with the other Party or its outside legal counsel any other third parties and governmental bodies necessary information that relates to consummate the valuation of the transactions contemplated by under this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary Agreement or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville possible transactions with other Persons. (e) Nothing in this Agreement shall require the Purchaser to propose, negotiate, effect or Acquireragree to (and neither the Company nor its Subsidiaries may, as without the case may beprior written consent of the Purchaser, and propose, negotiate, effect or agree to), by consent decree, by consent agreement, hold separate Order or otherwise, the sale, transfer, divestiture, license or other disposition of any assets or businesses of the Purchaser or the Company or any of their respective Subsidiaries or otherwise take any action that prohibits or limits the freedom of action of the Purchaser with respect to, or the ability of the Purchaser to own, retain, control, operate or exercise full rights of ownership with respect to any of the businesses or assets of the Purchaser, the Company or any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. Each of Yardville Acquiror and Acquirer will cooperate with the other and Company shall use all their respective reasonable best efforts to promptly prepare file or cause to be filed, within five (5) Business Days from the date hereof, all required filings under the HSR Act and all required filings under other applicable Antitrust Laws that Acquiror and the Company reasonably determine in good faith to be necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary or appropriate to consummate the transactions contemplated by this Agreement. Yardville Transactions (collectively, the “Antitrust Filings”), shall consult and Acquirer will furnish cooperate with each other in the preparation of such filings, and shall promptly inform each other’s counsel with all information concerning themselvesother of any material communication received by such party from any Antitrust Authority regarding the Transactions. The Company and Acquiror shall review and discuss in advance, their subsidiaries, directors, officers and stockholders and such consider in good faith the views of each other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger any proposed written or material oral communication with any Antitrust Authority. Acquiror and the Company shall not participate in any meeting with any Governmental Entity unless it first consults with the other transactions contemplated in advance, and to the extent permitted by this Agreementthe Governmental Entity, gives the other the opportunity to be present thereat. Yardville and Acquirer Neither Acquiror nor the Company shall have the right agree to review and approve in advance all characterizations any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the information relating consummation of the Transactions at the behest of any Antitrust Authority without the written consent of the other (such consent not to Yardville be unreasonably withheld, conditioned or Acquirer, as delayed). Each of Acquiror and the case may be, and any of their respective Subsidiaries, which appear in any Company shall be responsible for its own filing made fees required to be paid in connection with the transactions contemplated by any Antitrust Filing. Notwithstanding anything in this Agreement with any Bank Regulator to the contrary, nothing in this Section 9.02 shall require the Company or Acquiror to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, the sale, transfer, license, divestiture or other Governmental Entity. In exercising disposition of, or any prohibition or limitation on the foregoing rightownership, each operation, effective control or exercise of full rights of ownership of, any of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining businesses, product lines or assets of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary Acquiror or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating Company or the Company Subsidiaries, and (ii) defend any judicial or administrative action or similar proceeding instituted (or threatened to completion of the transactions contemplated be instituted) by this Agreement. Notwithstanding the foregoingany Person under any Antitrust Law or seek to have any stay, nothing contained herein shall be deemed to require Acquirer to take restraining order, injunction or similar order entered by any actionGovernmental Entity vacated, lifted, reversed, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergeroverturned.

Regulatory Approvals. Each S&T will, and will cause its appropriate Affiliates to, and each of Yardville Parent and Acquirer Merger Sub will cooperate with the other and use all reasonable use, in each case, its best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permitsany authorizations, consents, waivers, orders and approvals and authorizations of any Governmental Authority necessary for the SEC, the Bank Regulators and any other third parties and governmental bodies necessary performance of its respective obligations pursuant to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of Transaction Documents, and the status of matters relating to completion consummation of the transactions contemplated by this Agreementhereby and thereby, and will cooperate fully with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Notwithstanding Neither S&T, Parent, nor Merger Sub will take any action that will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, nothing contained herein if applicable, S&T and Parent will promptly file or cause to be filed with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ"), Notification and Report Forms and documentary materials which substantially comply with the provisions of the HSR Act and the rules thereunder. S&T shall pay (or shall reimburse Parent for) all fees associated with the filing of any such Notification and Report Forms or related materials and information (other than the fees and expenses of Parent's legal, financial or other professionals engaged to provide services in respect of such filing); PROVIDED, HOWEVER, that Parent shall pay all fees associated with any Notification, Report Forms and documentary materials necessary to substantially comply with the provisions of the HSR Act and the rules thereunder. Parent and S&T will promptly file any additional information requested as soon as practicable after receipt of a request for additional information. Parent and S&T will use reasonable efforts to obtain early termination of the applicable waiting period under the HSR Act. The parties hereto will coordinate and cooperate with one another in exchanging such information and providing such reasonable assistance as may be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, requested in connection with obtaining such filing. S&T will supply Parent with copies of all correspondence, filings or communications (or memoranda setting forth the foregoing permitssubstance thereof) between S&T or its representatives, consentson the one hand, approvals and authorizations the FTC, the DOJ or any other Governmental Authority or members of third parties or Governmental Entitiestheir respective staffs, that would reasonably be expected on the other hand, with respect to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville this Agreement or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergertransactions contemplated hereby.

Regulatory Approvals. (a) Each Party will use its reasonable best efforts to take all actions necessary, proper or advisable in order to perform the Transactions (including satisfaction of the closing conditions set forth in Article XI). Each of Yardville the Parties shall use its reasonable best efforts to obtain all such authorizations, approvals, and Acquirer consents as promptly as possible after the execution of this Agreement, including the expiration or termination of the waiting period under the HSR Act with respect to the Transactions. Without prejudice to the foregoing, to the extent not completed prior to the date of this Agreement, the Parties shall make, or cause to be made, all filings required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the Transactions within five (5) Business Days immediately following the date of this Agreement, and Buyer and Seller shall each bear one-half (1/2) of the cost of all filing fees, application fees or other fees of the applicable Governmental Authority associated with the HSR Act filing and any filings under other Antitrust Laws. Each of the Parties shall furnish promptly to the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and any other requesting Governmental Authority any additional information reasonably requested pursuant to the HSR Act or other Antitrust Laws in connection with such filings. To the extent permitted under applicable Law, the Parties will notify each other reasonably promptly of any oral communication with, and provide copies of written communications with, any Governmental Authority in connection with any filings made pursuant to this Section 10.1(a). Each of the Parties shall cooperate reasonably with the other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of the FTC, the Antitrust Division or any other Governmental Authority under any Antitrust Laws with respect to any such filing. Except as otherwise required under applicable Law or any Governmental Authority, no Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Party prior written notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permitted by applicable Laws, and subject to all applicable privileges (including the attorney client privilege), each of the Parties shall consult and cooperate with the other, and consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. Each of the Parties may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 10.1(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. In addition to the obligations set forth in Section 10.1(a) regarding the HSR Act, the parties hereto shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement), to obtain as promptly as practicable all necessary other permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other all third parties and governmental bodies Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Authorities. Yardville Buyer and Acquirer will furnish Seller shall each use reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The Parties shall cooperate with each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any applicationtherewith and shall respond as promptly as practicable to the requests of Governmental Authorities for documents and information. To the extent permitted under applicable Law, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Buyer and the other transactions contemplated by this Agreement. Yardville and Acquirer Seller shall have the right to review and approve in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all characterizations of the information relating to Yardville Seller or AcquirerBuyer, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental EntityAgreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The To the extent permitted under applicable Law, each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing and with sufficient opportunity to comment, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information, or confidential supervisory information filed under a claim of confidentiality. To the extent permitted under applicable Law, the parties shall hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated herein. To the extent permitted under applicable Law, each party shall consult with the other in advance of any meeting or conference with any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement and, to the extent permitted by such Governmental Authority, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided, that each party shall promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Authority which the other party does not attend or participate in, to the extent permitted by such Governmental Authority and applicable law. (b) In furtherance and not in limitation of the foregoing, Buyer and Seller 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 in no event shall Buyer be deemed required to require Acquirer (x) agree to any prohibition, limitation, condition or other requirement which would (A) prohibit or materially limit the ownership or operation by Buyer of all or any material portion of the Purchased Assets, (B) compel Buyer to dispose of or hold separate all or any material portion of Buyer’s or its Affiliates’ assets or the Purchased Assets, or (C) compel Buyer or any of its Affiliates to take any action, or commit to take any action, or agree to any condition or restrictionrequest, in connection if the prohibition, limitation, condition or other requirement could that limit the freedom of action with obtaining respect to, or its ability to retain any of the foregoing permitsbusinesses, consents, approvals and authorizations product lines or assets of third parties the Buyer or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville Affiliates or the Surviving Corporation Business (a “Materially Burdensome Regulatory Condition”including the Purchased Assets). In addition, Yardville agrees to cooperate . (c) Buyer and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Seller shall promptly advise each other upon receiving any communication from any Governmental Entities, that may be necessary Authority whose consent or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following approval is required for consummation of the Mergertransactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that the conditions set forth in Section 11.1(a) and/or Section 11.1(b) will not be satisfied or that the receipt of any such approvals will be materially delayed.

Regulatory Approvals. (a) Each of Yardville and Acquirer will the parties hereto shall cooperate with the other and use all their respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly prepare as practicable, all necessary documentationthings necessary, proper and advisable under applicable Laws, to effect all necessary filings consummate and make effective as promptly as practicable the Transactions, including providing any notices to obtain all necessary permitsany Person required in connection with the consummation of the Transactions, and obtaining any licenses, consents, waivers, approvals approvals, authorizations, qualifications and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies Governmental Orders necessary to consummate the transactions contemplated by Transactions (including the FCA Approval and the CBI Approval); provided, that in no event shall any party be required to pay any material fee, penalty or other consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Proxy Statement / Prospectus, filing fees payable pursuant to the HSR Act or other Antitrust Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions). Subject to appropriate confidentiality protections and applicable Antitrust Laws, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) FTAC agrees that each Sponsor Person required to obtain FCA Approval and / or CBI Approval, shall make any such notification (the “Change of Control Notification”) to the FCA and / or CBI as promptly as practicably (and in any event within five (5) Business Days of the date of this Agreement). Yardville If at any time FTAC becomes aware of any event, circumstance or condition that would be reasonably likely to prevent FCA Approval or CBI Approval being satisfied, FTAC shall immediately inform the other parties, and Acquirer will furnish each other reasonably cooperate with them to address any such event, circumstance or condition. (c) Each of the parties hereto shall cooperate with one another and each other’s counsel with use their reasonable best efforts to prepare all necessary documentation (including furnishing all information concerning themselves(i) required under any applicable Antitrust Laws or other applicable Laws, their subsidiaries(ii) requested by a Governmental Authority pursuant to applicable Antitrust Laws, directorsor (iii) requested by the FCA or CBI as part of the FCA Approval and CBI Approval applications) to effect promptly all necessary filings with any Governmental Authority and to obtain all necessary, officers and stockholders and such other matters as may be necessary proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any Governmental Authority necessary to consummate the Transactions, including the FCA Approval and the CBI Approval. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Authority relating to the Transactions or any of the matters described in this Section 9.01. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Authority regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Authority. No party hereto shall independently participate in any substantive meeting or substantive conference call with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the substantive meeting or substantive conference call and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. In the event a party is prohibited from participating in or attending any meeting or substantive conference call, the participating party shall keep the other party promptly and reasonably apprised with respect thereto, to the extent permitted by applicable Law. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another so as to mutually agree on any strategies and decisions in connection with any applicationanalyses, petition appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or any other statement or application made submitted by or on behalf of Yardville any party hereto relating to proceedings under Antitrust Laws or Acquirer other applicable Laws. Any documents or other materials provided pursuant to this Section 9.01(c) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material or personally-identifiable information or other sensitive personal or financial information, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 9.01 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, neither party shall be obligated to share with the other party documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act. Without limiting the generality of the undertakings pursuant to this Section 9.01, each party hereto shall use reasonable best efforts to provide or cause to be provided (including, with respect to filings pursuant to the HSR Act, by its “Ultimate Parent Entities”, as that term is defined in the HSR Act, and with respect to the FCA Approval and/or the CBI Approval, the Sponsor Persons, the Company, and the LLC to the extent that such approval is required by such Person) as promptly as reasonably practicable and advisable to any Bank Regulator Governmental Authority information and documents relating to such party as requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the Transactions, including filing any notification and report form and related material required under the HSR Act and any other filing or notice that may be required with any other Governmental Entity Authority as promptly as reasonably practicable and advisable after the date hereof (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), and thereafter to respond as promptly as reasonably practicable and advisable to any request for additional information or documentary material relating to such party that may be made (including under the HSR Act and any similar Antitrust Law regarding preacquisition notifications for the purpose of competition reviews). FTAC shall supply as promptly as practicable (and shall respond no later than five (5) days following any request) any additional information and documentary material relating to FTAC and the Sponsor Persons that may be requested by any Governmental Authority and furnish to the other such necessary information and reasonable assistance as the other may request in connection with the Merger preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority (including, with respect to FTAC and the other transactions contemplated Sponsor Persons, providing financial information and certificates as well as personal information of senior management, directors or control persons, and requesting that individuals with appropriate seniority and expertise make themselves available to participate in discussions or hearings). FTAC shall cause the filings made by this Agreementit (or by its ultimate parent entity, if applicable) under the HSR Act to be considered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Yardville In furtherance and Acquirer shall have the right to review and approve not in advance all characterizations limitation of the foregoing, FTAC shall provide, or cause to be provided, all agreements, documents, instruments, affidavits, statements or information that may be required or requested by any Governmental Authority relating to Yardville or Acquirer, as the case may be, and (i) FTAC (including any of its directors, officers, employees, partners, members, shareholders or control persons) and (ii) FTAC’s structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their respective Subsidiariesdirectors, which appear in officers, employees, partners, members, shareholders or Affiliates (including to the extent required pursuant to paragraph 8 of the Sponsor Agreement). (d) If any filing made in connection objections are asserted with respect to the transactions contemplated Transactions under any applicable Law or if any Action is instituted by this Agreement with any Bank Regulator Governmental Authority or other Governmental Entity. In exercising any private party challenging any of the foregoing rightTransactions as violative of any applicable Law, each of the parties hereto shall act cooperate with one another in good faith and use their reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the Transactions), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Authority to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Action brought by any Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as promptly such Governmental Authority or private party may have to any of the Transactions under such applicable Law so as practicable. The to permit the consummation of the Transactions in their entity; provided, however, that any decision by the parties hereto to litigate in connection with such matters must be mutually agreed by the parties hereto. (e) Notwithstanding the foregoing, FTAC shall, and shall consult cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Authority (including in connection with each other any Governmental Filings) necessary or advisable so as to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event, no later than the Termination Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the obtaining Transactions under any Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of all permitspreventing, consentsprohibiting, approvals restricting, or delaying the consummation of the Transactions, including: (i) proposing, negotiating, committing to and authorizations effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of all third parties FTAC or its controlled Affiliates and any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, product lines, rights or assets) and (ii) otherwise taking or committing to take actions that after the Closing Date would limit FTAC’s or its controlled Affiliates’ freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of FTAC and its controlled Affiliates or interest therein, in each case as may be required in order to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event no later than the Termination Date. (f) From the date of this Agreement until Closing, FTAC shall not acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, or take any other action, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition, or the taking of any other action, could in any material respect (individually or in the aggregate): (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Entities Authority necessary or advisable to consummate the transactions contemplated by Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Transactions. (g) Notwithstanding anything in this Agreement and each party will keep to the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoingcontrary, nothing contained herein in this Agreement shall be deemed require PGHL or any of its respective Subsidiaries or any Affiliates (including Blackstone or CVC) to require Acquirer to take any action(i) take, or commit cause to take be taken, any actionaction with respect to Blackstone, CVC or any of its or their Affiliates, including any affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of Blackstone, CVC or any of its or their Affiliates, including selling, divesting or otherwise disposing of, or agree conveying, licensing, holding separate or otherwise restricting or limiting its freedom of action with respect to, any assets, business, products, rights, licenses or investments, or interests therein, other than with respect to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville Company and its Subsidiaries, taken as a wholeor (ii) on Acquirerprovide, Yardville or cause to be provided, (A) nonpublic or other confidential financial or sensitive personally identifiable information of Blackstone, CVC or any of its or their Affiliates or its or their respective directors, officers, employees, managers or partners, or its or their respective control persons’ or direct or indirect equityholders’ and their respective directors’, officers’, employees’, managers’ or partners’ (each of the Surviving Corporation (foregoing Persons, a “Materially Burdensome Regulatory ConditionSeller Related Person”)) (other than such information with respect to the officers and directors of the Company which may be provided to a Governmental Authority on a confidential basis) or (B) any other nonpublic, proprietary or other confidential information of a Seller Related Person that exceeds the scope of information that such Seller Related Person has historically supplied in connection with a similar governmental filing or notification. (h) Notwithstanding anything else contained herein to the contrary, FTAC shall pay, or cause to be paid, all filing fees payable by any Party pursuant to Antitrust Laws in connection with the Transactions. (i) The parties agree not to file an application under the FATA in respect of the condition to Closing in Section 10.01(b) unless the application is filed on a date that is more than one month after the date of this Agreement. In additionThe condition to Closing in Section 10.01(b) will be deemed to be satisfied if (i) there is a change of law or prevailing regulations relating to or issued under the FATA or (ii) the Company takes action permitted under Schedule 7.01 of the PGHL Schedules and, Yardville agrees in either case, the Company determines, acting reasonably and after consulting with FTAC and giving due consideration to cooperate the input of FTAC and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entitiesadvisors, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation approval of the MergerTreasurer under the FATA in order to complete the Transactions is no longer required and gives written notice to FTAC of such determination.

Regulatory Approvals. Each (a) Subject to and in accordance with the provisions of Yardville this Section 7.4, each of the Parties shall use commercially reasonable efforts to obtain (and Acquirer will shall cooperate fully with the other Parties in obtaining) as promptly as practicable the Contributor Approvals, the SEP Approvals and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permitsother authorizations, consents, waiversclearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals and authorizations of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the SECother Transaction Documents and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event no later than the Outside Date. SEP shall pay all filing fees in connection with SEP Approvals. Contributor shall pay all filing fees for all Contributor Approvals. (b) As promptly as practicable, and in no event later than fifteen Business Days after the date hereof, Contributor and SEP shall (i) promptly make any filings with, or notices to, the Bank Regulators Wyoming Public Service Commission and promptly file any supplemental information required or requested in connection therewith and (ii) make all filings and notifications with all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) Contributor and SEP may not, without the consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned), (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Each of Contributor and SEP shall use commercially reasonable efforts to supply promptly any information and documentary material that may be requested pursuant to any applicable Laws in connection with such filings or submissions. (d) Subject to applicable Laws relating to the sharing of information, Contributor and SEP shall promptly notify each other of any communication such other Party receives from any Government Entity (other than communications for purely logistical purposes) and permit such other Party to review in advance any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Party, as applicable, to any Government Entity and shall provide such other Party with copies of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Party, as applicable, or any of its Representatives, on the one hand, and any Government Entity or members of the staff of any Government Entity, on the other third parties hand, in each case to the extent relating to the matters that are the subject of this Agreement and governmental bodies necessary the other Transaction Documents, except with respect to consummate Taxes (which are covered by Section 7.8). Except with respect to Taxes (which are covered by Section 7.8), neither Party shall agree to participate in any meeting or discussion with any Government Entity relating to the transactions contemplated matters that are the subject of this Agreement (including in respect of satisfying or obtaining the SEP Approvals and the Contributor Approvals) or any of the other Transaction Documents unless such Party consults with such other Party in advance and, to the extent permitted by this Agreementsuch Government Entity, gives such other Party the opportunity to attend and participate at such meeting or discussion. Yardville Contributor and Acquirer will furnish SEP shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity reasonably request in connection with the Merger foregoing and shall keep each other informed of the status of discussions relating to obtaining or concluding the SEP Approvals and the other transactions contemplated by this Agreement. Yardville Contributor Approvals; provided, however, that the foregoing shall not require Contributor and Acquirer shall have SEP or any of their respective Affiliates (i) to disclose any information that in the right to review and approve in advance all characterizations reasonable judgment of the information relating to Yardville such Party or Acquirer, any of its respective Affiliates (as the case may be, and ) would result in the disclosure of any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer 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 trade secrets of third parties or Governmental Entitiesviolate any of its obligations with respect to confidentiality, that would reasonably be expected (ii) to have a material adverse effect disclose any privileged information or confidential competitive information of such Party or any of its respective Affiliates or (measured on a scale relative iii) to Yardville and its Subsidiariesdisclose the valuation of, taken as a whole) on Acquireror any communications analyses or other work product regarding the valuation of, Yardville the Contributed Interests, the Total Unit Consideration, the Companies or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”)Companies’ assets. In addition, Yardville agrees If either Party seeks to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect withhold information from any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerother Party for any reason permitted by this Section 7.4(d), such Party, as applicable, shall nonetheless provide a redacted version of the information so withheld to the others and, subject to the requirement that such outside counsel not disclose the unredacted version to any other Person, a complete, unredacted version of the same to the outside legal counsel of the others. Neither Party shall be required to comply with any provision of this Section 7.4(d) to the extent that such compliance would be prohibited by applicable Law.

Regulatory Approvals. Each of Yardville (a) Xxxxxxxx and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentationLMP shall, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult practicable following the Effective Date, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required from each other with respect to the obtaining of all permits, consents, approvals Xxxxxxxx and authorizations of all third parties and Governmental Entities necessary or advisable to consummate LMP for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. Each of Xxxxxxxx and LMP shall furnish to each party will other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Parties agree that LMP, on the one hand, and Xxxxxxxx, on the other hand, shall each be responsible for 50% of any and all filing fees payable in connection with the foregoing filings. (b) Xxxxxxxx and LMP shall use their respective commercially reasonable efforts to promptly obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement and shall keep the each other apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request. LMP and Xxxxxxxx shall use their commercially reasonable efforts to completion obtain any necessary approval from any Government Authority under the HSR Act. Notwithstanding anything contained in this Agreement to the contrary, neither LMP nor Xxxxxxxx nor any of their Subsidiaries or other Affiliates shall be obligated to do any of the transactions contemplated by following: (i) dispose or transfer any asset other than pursuant to this Agreement. Notwithstanding ; (ii) license or otherwise make available to any Person any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the foregoing, nothing contained herein shall be deemed to require Acquirer to take applicable Closing Date); or (iv) change or modify any action, course of conduct or otherwise make any commitment regarding future operations. (c) The Parties commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authority, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authority. (d) Each of LMP and Xxxxxxxx shall use its reasonable best efforts to assist Acquirer “substantially comply” as promptly as practicable with any request for additional information or documentary material issued by a Governmental Authority under 15 U.S.C. Sec 18(e) and in preparing conjunction with the Contemplated Transactions (a “Second Request”). Each of LMP and filing such petitions Xxxxxxxx will certify to substantial compliance with respect thereto as promptly as practicable. Each of LMP and filingsXxxxxxxx agrees to take all reasonable steps to assert, defend, and in obtaining support certification of substantial compliance with any Second Request. Each of LMP and Xxxxxxxx agrees to give such permits, consents, approvals and authorizations of third parties and Governmental Entities, that advance notices as may be necessary or advisable required (including, if necessary, notice of an anticipated Closing Date), and to otherwise reasonably cooperate to give effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation to the rights of the Mergerother set forth in this Section 6.20.

Regulatory Approvals. (a) The Company, Parent, R1 and Merger Sub will, as promptly as practicable and no later than ten (10) Business Days following the date of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, the notification form required pursuant to the HSR Act for the Transactions, which form will specifically request early termination of the waiting period prescribed by the HSR Act. The Company, Parent, R1 and Merger Sub will use reasonable best efforts to make all other necessary filings with such Governmental Entities as promptly as practicable following the date of this Agreement. Each of Yardville the Company, Parent, R1 and Acquirer Merger Sub will cooperate with furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will provide any supplemental information requested by any Governmental Entity as promptly as practicable. The Company, Parent, R1 and Merger Sub will use all reasonable best efforts to comply as promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and as practicable with any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all requests made for any additional information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger such filings. All fees and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made expenses in connection with any filing pursuant to the transactions contemplated HSR Act, Competition Laws or any application or filing before a Governmental Entity shall be borne by this Agreement with Parent and R1. (b) Subject to the immediately following sentence, the Company, Parent, R1 and Merger Sub will use their reasonable best efforts to promptly obtain any Bank Regulator or other Governmental Entity. In exercising clearance required under the foregoing right, each HSR Act for the consummation of the parties shall act reasonably Transactions and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the each other apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from, any Governmental Entity and will comply as promptly as practicable with any such inquiry or request. Parent, R1 and Merger Sub will use their respective reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act that may be asserted by any Governmental Entity so as to enable the parties to close the Transactions by no later than the Outside Date, including but not limited to (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired, and the entrance into such other arrangements, as necessary or advisable in order to avoid the entry of, and the commencement of 57 litigation seeking the entry of, or to effect the dissolution of, any injunction or other order in any suit or proceeding which would otherwise have the effect of materially delaying or preventing the consummation of the Transactions; (ii) opposing or defending through completion of litigation on the transactions contemplated merits any claim, Action, suit, investigation or other proceeding brought by any Governmental Entity or other Person challenging the Transactions under any Law, including any such action as reasonably necessary to appeal and overturn any Order preventing or enjoining the Transactions; and (iii) agreeing to such limitations on conduct or actions of members of Parent, R1 and their Affiliates after the Closing as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.01 prior to the Outside Date; provided, however, that notwithstanding the foregoing or anything in this Agreement. Notwithstanding Agreement to the foregoingcontrary, nothing contained herein in no event shall Parent, R1 or any of their respective Affiliates be deemed to require Acquirer to required to, nor shall the Company or any of its Affiliates, without prior written consent of Parent, take any actionactions under this paragraph if such actions would result in a material adverse effect, or as measured on the Company. (c) The parties hereto commit to take instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any actionissues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Entities in connection with the Transactions and (ii) to confer with each other regarding appropriate contacts with and to the extent practicable, consult with the others prior to any response to personnel of such Governmental Entities in respect of any filings, applications, investigation or other inquiry concerning the Transactions and the content of any such contacts or presentations. The Company, Parent, R1 and Merger Sub will, to the extent practicable, consult with the other parties prior to any meeting or discussion with any Governmental Entity with respect of any such filings, applications, investigation or other inquiry, and will give the other party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Parent or the Company, will be limited to outside antitrust counsel only). Each of Parent and the Company will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and approve the content of any presentations, white papers or other written materials to be submitted to any Governmental Entity in advance of any such submission. (d) Prior to the Closing, Parent and Merger Sub will not, and will not permit any of their respective Subsidiaries to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any condition other manner), any Person or restrictionportion thereof, in connection with obtaining or otherwise acquire or agree to acquire any assets, if the foregoing permitsentering into a definitive agreement relating to, consentsor the consummation of, approvals and authorizations of third parties such acquisition, merger or Governmental Entities, that consolidation would reasonably be expected to have a (i) impose any material adverse effect (measured on a scale relative delay in the obtaining of, or materially increase the risk of not obtaining, any permits, orders or other approvals of any Governmental Entity necessary to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville consummate the Transactions or the Surviving Corporation expiration or termination of any applicable waiting period, (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations ii) increase the risk of third parties and any Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following Entity entering an order prohibiting the consummation of the MergerTransactions or (iii) delay the consummation of the Transactions to a date later than the Outside Date.

Regulatory Approvals. Each (a) Promptly after the execution of Yardville this Agreement, each of Parent and Acquirer will cooperate with the other Company shall apply for or otherwise seek, and use all its respective reasonable best efforts to promptly prepare obtain, all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waiverswaiting period expirations or terminations, waivers and approvals and authorizations required to be obtained by it for the consummation of the SECMerger and the other Transactions. Without limiting the generality or effect of the foregoing, each of Parent and the Bank Regulators Company shall make any filings required under the HSR Act and any other third parties additional merger control filings required by the Antitrust Laws and governmental bodies foreign investment filings required by the Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter (together with the filings required under the HSR Act, “Merger Notification and Foreign Investment Filings”): (i) with respect to any filings required under the HSR Act, within fifteen (15) Business Days after the Agreement Date unless otherwise mutually agreed by Parent and the Company and (ii) with respect to any other Merger Notification and Foreign Investment Filings, as promptly as possible and in any event (x) within the time periods set forth in Schedule 5.6 of the Company Disclosure Letter or (y) as otherwise mutually agreed by Parent and the Company; provided that, in each case of the foregoing clauses (i) and (ii), the filing party has received from the other party all information regarding such other party as is reasonably necessary to consummate make such filing. Each of the Parent and the Company shall thereafter use reasonable best efforts to respond as promptly as practicable and advisable to any request for information or documentary material from any Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter. (b) To the extent permitted by Applicable Legal Requirements, each party hereto shall use its reasonable best efforts to (i) consult and cooperate with one another, and consider in good faith the views of one another, in connection with any filing, submission, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any foreign or other Antitrust Law or Foreign Investment Law of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter, (ii) coordinate with one another in preparing and exchanging such materials, including by promptly supplying each other with any information that may be required or desirable for any Merger Notification and Foreign Investment Filings to be made by the other Party, (iii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement. Yardville and Acquirer will furnish , including by promptly informing each other of any substantive oral communications with, and each other’s counsel provide copies of any substantive written communications with, any Governmental Entity of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter and (iv) promptly provide one another (and its counsel) with copies of all information concerning themselvesfilings, their subsidiaries, directors, officers presentations (and stockholders and such other matters as may be necessary or advisable in connection a summary of any application, petition or any other statement or application oral presentations) made by or on behalf of Yardville or Acquirer such party to any Bank Regulator or other Governmental Entity of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter in connection with this Agreement; provided that any materials exchanged pursuant to this Section 5.6 may be redacted (x) to remove references concerning the Merger valuation of the Company, (y) as necessary to comply with legal or contractual requirements and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. In addition, any party may, as it deems advisable and necessary, reasonably designate any confidential and competitively sensitive material provided to the other parties under this Section 5.6 as “Outside Counsel Only.” Such materials and the other transactions contemplated information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by this Agreement. Yardville and Acquirer shall have such outside counsel to employees, officers, or directors of the right to review and approve recipient, unless express written permission is obtained in advance all characterizations from the source of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear materials. No party shall independently participate in any filing made substantive meeting (including telephonically) with any Governmental Entity of the jurisdictions set forth in connection with Schedule 6.1(b) of the Company Disclosure Letter in regards to the transactions contemplated by this Agreement without giving the other parties prior notice of the meeting and, to the extent practicable and permitted by law and such Governmental Entity, the opportunity to attend and/or participate. No Party shall (or shall permit any of its Affiliates to) withdraw their filing under the HSR Act or any foreign or other Antitrust Law or Foreign Investment Law of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter in connection with the Transactions, or commit to or agree with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each Body of the parties jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other parties. (c) Each of Parent and the Company shall act reasonably and use its respective reasonable best efforts to resolve such objections, if any, as promptly as practicable. The parties shall consult with each other may be asserted by any Governmental Entity with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary Transactions under any applicable Antitrust Laws or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised Foreign Investment Laws of the status of matters relating to completion jurisdictions set forth in Schedule 6.1(b) of the transactions contemplated by this AgreementCompany Disclosure Letter. Notwithstanding anything to the contrary herein, to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter, Parent shall timely make proposals, execute or carry out agreements or submit to Orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or the Company or any of their respective Affiliates, (B) the termination of existing relationships, contractual rights, or obligations of Parent or the Company or any of their respective Affiliates, including after giving effect to the Transactions, other than in respect of Foreign Investment Laws or (C) the termination of any venture or other arrangement of Parent or the Company or any of their respective Affiliates, including after giving effect to the Transactions, other than in respect of Foreign Investment Laws, except, notwithstanding the foregoing, nothing contained herein shall Parent will not be deemed required, either pursuant to require Acquirer this Section 5.6(c) or otherwise under this Agreement, to take any actionpropose, or commit to take any actionexecute, carry out or agree or submit to any condition action or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, remedy that would reasonably be expected to have have, individually or in the aggregate, (i) a material adverse effect (measured impact on a scale relative to Yardville the Business or the Company and its Subsidiaries, taken as a whole, (ii) a material impact on Acquirer, Yardville the benefits expected to be derived by Parent or its Affiliates from the Surviving Corporation Merger and the other Transactions or (iii) a “Materially Burdensome Regulatory Condition”material impact on any business or product line of Parent or its Affiliates (other than the Company and its Subsidiaries). In additionFurther, Yardville agrees Parent and the Company will, to cooperate the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and use its reasonable best efforts any other Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter, engage in litigation to assist Acquirer contest or resist any action instituted (or threatened to be instituted) challenging the Merger as in preparing and filing such petitions and filingsviolation of any Antitrust Law, and in obtaining such permitsor to have vacated, consentslifted, approvals and authorizations of third parties and Governmental Entitiesreversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that may be necessary is in effect and that prohibits, prevents, limits or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following restricts consummation of the Merger, including by appeal of any adverse ruling of any Governmental Entity of competent jurisdiction in the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter. (d) Notwithstanding anything to the contrary herein, but subject to the limitations and covenants set forth in this Section 5.6, Parent shall control the strategy related to obtaining and/or satisfying all consents, waiting period expirations or terminations, waivers and approvals that may be sought from any Governmental Entity pursuant to this Section 5.6, including by directing the nature, and substance of any filings, forms, statements, commitments, decisions, submissions, negotiations and communications contemplated or made with respect thereto in accordance with this Section 5.6 (provided that any decision to (x) withdraw any such filing or (y) stay, toll or extend any waiting period, or enter into any timing agreement, in each case, in respect of any such filing, shall require the Company’s prior written consent), as well as the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or Legal Proceedings challenging, the consummation of the Merger and the other Transactions. Nothing in this Section 5.6 shall limit a party’s right to terminate the Agreement pursuant to Section 7.1(b) so long as such party has until such date complied in all material respects with its obligations under this Section 5.6.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and So long as any Loan or any other third parties Obligation shall remain unpaid or any Lender shall have any Commitment under the Credit Agreement, each Grantor shall promptly, and governmental bodies necessary at its expense, execute and deliver, or cause to consummate be executed and delivered, all applications, certificates, instruments, registration statements and all other documents the transactions contemplated by this Agreement. Yardville Collateral Agent may reasonably request and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made required by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity law in connection with the Merger and obtaining of any FCC Consents, State Consents or the consent, approval, registration, qualification or authorization of any other transactions contemplated Person necessary or deemed by the Collateral Agent to be appropriate for the effective exercise of any of its rights under this Agreement. Yardville and Acquirer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Grantor shall take any action which the right Collateral Agent may reasonably request in order to review transfer and approve in advance all characterizations assign to the Collateral Agent, or to such one or more third parties as the Collateral Agent may designate, or to a combination of the information relating foregoing, each FCC License, State License or other Government Approval of such Grantor. To enforce the provisions of this Section 12, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to Yardville or Acquirer, as request the case may be, and appointment of a receiver from any court of their respective Subsidiaries, which appear in any filing made in connection with competent jurisdiction. Such receiver shall be instructed to seek from the transactions contemplated by this Agreement with any Bank Regulator FCC or other Governmental EntityAuthority an involuntary transfer of control of each such FCC License, State License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. In exercising Each Grantor hereby agrees to authorize such an involuntary transfer of control upon the foregoing right, each request of the parties receiver so appointed, and, if such Grantor shall act reasonably refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and as promptly as practicable. The parties continuance of an Event of Default, such Grantor shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and further use its reasonable best efforts to assist Acquirer in preparing obtaining FCC Consents, State Consents or other governmental approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the FCC or other governmental authority of such petitions Grantor's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any FCC Licenses, State Licenses or other Governmental Approval) of such Grantor. Because each Grantor agrees that the Collateral Agent's remedy at law for failure of such Grantor to comply with the provisions of this Section 12 would be inadequate and filingsthat such failure would not be adequately compensable in damages, such Grantor agrees that the covenants contained in this Section 12 may be specifically enforced, and in obtaining such permits, consents, approvals Grantor hereby waives and authorizations agrees not to assert any defenses against an action for specific performance of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergersuch covenants.

Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all material applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of Yardville control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and Acquirer will cooperate with the other and continuance of an Event of Default, such Obligor shall further use all its commercially reasonable best efforts to promptly prepare all necessary documentationassist in obtaining Governmental Approvals, to effect all necessary filings and to obtain all necessary permitsif required, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and for any other third parties and governmental bodies necessary to consummate the transactions action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Yardville Because each Obligor agrees that the Administrative Agent's remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and Acquirer will furnish each other and each other’s counsel with all information concerning themselvesthat such failure would not be adequately compensable in damages, their subsidiariessuch Obligor agrees that the covenants contained in this subsection may be specifically enforced, directors, officers and stockholders and such other matters as may be necessary or advisable in connection Obligor hereby waives and agrees not to assert any application, petition or any other statement or application made by or on behalf defenses against an action for specific performance of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergercovenants.

Regulatory Approvals. Each If an Event of Yardville Default shall have occurred and Acquirer will cooperate be continuing, upon the request of the Administrative Agent, each Grantor will, at its expense, promptly execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments, registration statements and all other documents and papers the Administrative Agent may reasonably request or as may be required by law in connection with the obtaining of any consent, approval, registration, qualification or authorization of the FCC and any applicable PUC (collectively, the "REGULATORY AUTHORITIES") or of any other Person necessary or reasonably appropriate for the effective exercise of any rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Grantors shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Communications License. To enforce the provisions of this Section, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Regulatory Authorities an involuntary transfer of control of each such Communications License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Grantors hereby agree to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Grantors shall refuse to authorize the transfer, their approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall further use all reasonable their best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations assist in obtaining approval of the SECRegulatory Authorities, the Bank Regulators and if required, for any other third parties and governmental bodies necessary to consummate the action or transactions contemplated by this AgreementSecurity Agreement including, without limitation, the preparation, execution and filing with the Regulatory Authorities of the assignor's or transferor's portion of any application or applications for consent to the assignment of any Communications License or transfer of control necessary or reasonably appropriate under the rules and regulations of the Regulatory Authorities for the approval of the transfer or assignment of any portion of the Collateral, together with any Communications License. Yardville The Grantors acknowledge that the assignment or transfer of each Communications License is integral to the Administrative Agent's and Acquirer will furnish the Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure by the Grantors to comply with the provisions of this Section and that such failure would cause irreparable injury not adequately compensable in damages, and therefore agree that each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as every covenant contained in this Section may be necessary or advisable in connection any applicationspecifically enforced, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville Grantors hereby waive and Acquirer shall have the right agree not to review and approve in advance all characterizations assert any defenses against an action for specific performance of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergercovenants.

Regulatory Approvals. Each (a) Upon the terms and subject to the conditions hereof, and except as otherwise expressly provided in this Agreement, Parent, Merger Sub and the Company shall, and Parent shall cause its Affiliates to, use their respective reasonable best efforts to, as promptly as practicable (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate the transactions contemplated hereby, (ii) obtain from or provide to any Governmental Body or any other Person all Consents, licenses, Permits, waivers, approvals, authorizations, notices or orders required or advisable to be obtained or made by Parent or the Company or any of Yardville their respective Affiliates and Acquirer Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (iii) make all necessary or advisable filings, and thereafter make any other required or requested submissions in connection therewith, with respect to this Agreement and the transactions contemplated hereby required or advisable under applicable Law. (b) To the extent not prohibited by applicable Law, each party shall use its reasonable best efforts to furnish to the other parties all information required for any application, notification, or other filing to be made pursuant to any applicable Laws in connection with the transactions contemplated by this Agreement. Parent, Merger Sub, and the Company shall give each other reasonable prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Body regarding any such applications, notifications, or filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-person meetings and in all substantive conversations with any Governmental Body regarding the matters set forth in this Section 6.2(b), except if, and to the extent that, any Governmental Body objects to any party’s being represented at any such meeting or in any such conversation. The parties hereto will consult and cooperate with one another in connection with strategy, including any filings, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any applicable law. Notwithstanding the foregoing, nothing in this Agreement shall require any party to provide to the other party any information or materials that are (i) personally identifiable information, (ii) confidential competitive information or (iii) legally privileged. (c) Without limiting the foregoing, Parent and the Company, as necessary, shall, and Parent shall cause its Affiliates to, (i) make or cause to be made all filings and submissions required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other applicable Law (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Law) with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within 15 Business Days after the date of this Agreement in the case of all filings required under the HSR Act, (ii) use reasonable best efforts to comply at the earliest practicable date with any request under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign Laws, Orders or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division of the United States Department of Justice or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. (d) Without limiting the foregoing (but subject to Section 6.2(f)), Parent shall, and shall cause its Affiliates to, (i) file or cause to be filed with the applicable Governmental Bodies the Form A Filings and all other Consents, declarations, filings and notifications listed on Schedule 5.3(b) (collectively, the “Transaction Regulatory Filings”) as promptly as practicable and, in any event, within 15 Business Days after the date of this Agreement, (ii) use reasonable best efforts to comply at the earliest practicable date with any request by the Governmental Body for additional information, documents, or other materials (including supplements or amendments to the Transaction Regulatory Filings), (iii) cooperate with the DQ Companies in connection with the Transaction Regulatory Filings, each amendment or supplement thereto (including, to the extent permitted by applicable Law, providing copies of all such documents to the Company at least three Business Days prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith), in connection with resolving any investigation or other inquiry of any Governmental Body and in connection with any administrative hearing or meeting with any Governmental Body. If any Governmental Body requires that a hearing be held in connection with any such filing or approval, Parent shall arrange for such hearing to be held promptly after it receives notice that such hearing is required. Parent shall provide the Company with prompt notice of Parent’s or any of its Affiliate’s receipt of any approval, consent, authorization, notice or other communication of any Governmental Body with respect to the Transaction Regulatory Filings. (e) Without limiting the foregoing, (i) the Company, Parent and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Body not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties, and (ii) Parent agrees to, and to cause its Affiliates to, use all their reasonable best efforts to promptly prepare take all actions and do or cause to be done all things that are necessary documentationor advisable or as may be requested or required by any Governmental Body to consummate the transactions contemplated by this Agreement. In addition to, and without limiting the foregoing, Parent shall not, and shall cause its Affiliates not to, directly or indirectly (whether by merger, consolidation or otherwise), acquire, purchase, lease or license (or agree to effect all necessary filings and to obtain all necessary permitsacquire, purchase, lease or license) any Overlapping Business if doing so would reasonably be expected to: (x) impose any material delay in the obtaining of, or increase the risk of not obtaining, consents, waiversapprovals, approvals and authorizations or waivers of the SEC, the Bank Regulators and any other third parties and governmental bodies Governmental Bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary including the expiration or advisable in connection termination of any application, petition applicable waiting period under the HSR Act; or (y) materially increase the risk of any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with Body entering an Order prohibiting the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated by this Agreement. Notwithstanding . (f) Without limiting the foregoing, nothing contained herein Parent and the Company shall be deemed reasonably cooperate with the other to require Acquirer (i) as promptly as practicable (but no later than 15 Business Days) after the date of this Agreement, prepare and submit to take any actionCFIUS a pre-filing draft of a CFIUS Notice; (ii) as promptly as practicable after the parties’ resolution of all questions and comments received from CFIUS staff on the draft CFIUS Notice (or receipt of confirmation that the CFIUS staff have no such questions or comments), or commit submit the final CFIUS Notice to take any action, or agree CFIUS pursuant to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect 31 C.F.R. Part 800 Subpart E; (measured on a scale relative to Yardville and its Subsidiaries, taken as a wholeiii) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer provide any information requested by CFIUS or any other agency or branch of the U.S. government in preparing connection with the CFIUS review, or investigation of the Transactions, within the time periods specified in the applicable regulations or otherwise specified by CFIUS staff; (iv) use reasonable best efforts to ensure that any information furnished pursuant to the foregoing clauses (i) - (iii) is true, correct and complete in all material respects; and (v) use their respective reasonable best efforts to obtain CFIUS Approval; provided that in no event shall Parent be required to agree to any CFIUS Burdensome Condition as a condition of obtaining CFIUS Approval. For the avoidance of doubt, Parent shall pay all filing such petitions fees associated with any CFIUS notice. (g) Subject to Section 6.2(e) and filingsSection 6.2(f), and in obtaining such permitsthe event any Action or investigation by any Governmental Body or other Person is commenced or threatened that challenges or questions the validity or legality of the transactions contemplated hereby or if any Order (whether temporary, consentspreliminary or permanent) is entered, approvals and authorizations of third parties and enforced or attempted to be entered or enforced by any Governmental Entities, Body that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following would make consummation of the Mergertransactions contemplated hereby illegal or otherwise delay or prohibit the consummation of the transactions contemplated hereby, the Company, Parent and their respective Affiliates shall take any and all actions reasonably necessary to contest and defend against any such Action or investigation to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded or terminated, any Order (whether temporary, preliminary or permanent) that prohibits, prevents or restricts consummation of the transactions contemplated hereby, provided, that no Party shall be required by the foregoing covenant to commence litigation against a Governmental Body. (h) Parent shall pay all filing fees related to the filings under the HSR Act and the Transaction Regulatory Filings.

Regulatory Approvals. Each of Yardville and Acquirer will the parties hereto shall cooperate with the other parties and use all their respective reasonable best efforts to promptly prepare (i) take, or cause to be taken, all necessary documentationactions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate the Closing in the most expeditious manner practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and to (ii) obtain all necessary permitsapprovals, consents, waiversregistrations, approvals permits, authorizations and authorizations of the SECother confirmations from any Governmental Body or third party necessary, the Bank Regulators and any other third parties and governmental bodies necessary proper or advisable to consummate the transactions contemplated by this Agreement. Yardville For purposes hereof, "Antitrust Laws" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and Acquirer will furnish all applicable non-U.S. laws intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance and not in limitation of the foregoing, each other party hereto agrees to make an appropriate filing of a Notification and each other’s counsel Report Form pursuant to the HSR Act with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer respect to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville Agreement as promptly as practicable and Acquirer shall have the right to review and approve in advance all characterizations any event within ten Business Days of the date hereof and to supply as promptly as practicable any additional information relating and documentary material that may be requested pursuant to Yardville the HSR Act and use its reasonable best efforts to take, or Acquirercause to be taken, all other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable (including by requesting early termination of the case may bewaiting period under the HSR Act). Notwithstanding the foregoing, and nothing contained herein shall require the Purchaser or its Affiliates to dispose of any assets or modify its business in order to satisfy any conditions for approval by any Governmental Body under the Antitrust Laws. Each of their respective Subsidiaries, which appear the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing made or submission with a Governmental Body in connection with the transactions contemplated by this Agreement and in connection with any Bank Regulator investigation or other inquiry by or before a Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect Body relating to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, including any such proceeding initiated by a private party, and each party will (ii) keep the other apprised party reasonably informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division of the status Department of matters relating to completion Justice, or any other Governmental Body, in each case regarding any of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. (a) Each of Yardville and Acquirer will the Parties shall cooperate with the other and use all their respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly prepare as practicable, all necessary documentationthings necessary, proper and advisable under applicable Laws, to effect all necessary filings consummate and make effective as promptly as practicable the Transactions, including providing any notices to obtain all necessary permitsany Person required in connection with the consummation of the Transactions, and obtaining any licenses, consents, waivers, approvals approvals, authorizations, qualifications and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies Governmental Orders necessary to consummate the transactions contemplated by this AgreementTransactions; provided, that in no event shall any party be required to pay any material fee, penalty or other consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Proxy Statement / Prospectus, filing fees payable pursuant to the HSR Act or other Antitrust Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions). Yardville Subject to appropriate confidentiality protections and Acquirer will applicable Antitrust Laws, each party hereto shall furnish each to the other parties such necessary information and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and reasonable assistance as such other matters as party may be reasonably request in connection with the foregoing. (b) Each of the Parties shall cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information) (i) required under any applicable Antitrust Laws or other applicable Laws, (ii) requested by a Governmental Authority pursuant to applicable Antitrust Laws, to effect promptly all necessary filings with any Governmental Authority and to obtain all necessary, proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any Governmental Authority necessary to consummate the Transactions. Each party hereto shall provide to the other parties copies of all substantive correspondence between it (or its advisors) and any Governmental Authority relating to the Transactions or any of the matters described in this Section 12.01. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Authority regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Authority. No party hereto shall independently participate in any substantive meeting or substantive conference call with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the substantive meeting or substantive conference call and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. In the event a party is prohibited from participating in or attending any meeting or substantive conference call, the participating party shall keep the other party promptly and reasonably apprised with respect thereto, to the extent permitted by applicable Law. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another so as to mutually agree on any strategies and decisions in connection with any applicationanalyses, petition appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or any other statement or application made submitted by or on behalf of Yardville any party hereto relating to proceedings under Antitrust Laws or Acquirer other applicable Laws. Any documents or other materials provided pursuant to this Section 12.01(b) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of Trebia or other competitively sensitive material or personally-identifiable information or other sensitive personal or financial information, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 12.01 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, neither party shall be obligated to share with the other party documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act. (c) Without limiting the generality of the undertakings pursuant to this Section 12.01, each party hereto shall use reasonable best efforts to provide or cause to be provided (including, with respect to filings pursuant to the HSR Act, by its “Ultimate Parent Entities”, as that term is defined in the HSR Act) as promptly as reasonably practicable and advisable to any Bank Regulator Governmental Authority information and documents relating to such party as requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the Transactions, including filing any notification and report form and related material required under the HSR Act and any other filing or notice that may be required with any other Governmental Entity Authority as promptly as reasonably practicable and advisable after the date hereof (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), and thereafter to respond as promptly as reasonably practicable and advisable to any request for additional information or documentary material relating to such party that may be made (including under the HSR Act and any similar Antitrust Law regarding preacquisition notifications for the purpose of competition reviews). Trebia shall supply as promptly as practicable any additional information and documentary material relating to Trebia and the Sponsor Persons that may be requested by any Governmental Authority and furnish to the other parties such necessary information and reasonable assistance as the other parties may request in connection with the Merger preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority (including, with respect to Trebia and the other transactions contemplated Sponsor Persons, providing financial information and certificates as well as personal information of senior management, directors or control persons, and requesting that individuals with appropriate seniority and expertise make themselves available to participate in discussions or hearings). Trebia shall cause the filings made by this Agreementit (or by its ultimate parent entity, if applicable) under the HSR Act to be considered for grant of “early termination,” (to the extent available) and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Yardville In furtherance and Acquirer shall have the right to review and approve not in advance all characterizations limitation of the foregoing, Trebia shall provide, or cause to be provided, all agreements, documents, instruments, affidavits, statements or information that may be required or requested by any Governmental Authority relating to Yardville or Acquirer, as the case may be, and (i) Trebia (including any of its directors, officers, employees, partners, members, shareholders or control persons) and (ii) Trebia’s structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their respective Subsidiariesdirectors, which appear in officers, employees, partners, members, shareholders or Affiliates (including to the extent required pursuant to the Sponsor Agreement, if so required). (d) If any filing made in connection objections are asserted with respect to the transactions contemplated Transactions under any applicable Law or if any Action is instituted by this Agreement with any Bank Regulator Governmental Authority or other Governmental Entity. In exercising any private party challenging any of the foregoing rightTransactions as violative of any applicable Law, each of the parties hereto shall act cooperate with one another in good faith and use their reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the Transactions), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Authority to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Action brought by any Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as promptly such Governmental Authority or private party may have to any of the Transactions under such applicable Law so as practicable. The to permit the consummation of the Transactions in their entity; provided, however, that any decision by the parties hereto to litigate in connection with such matters must be mutually agreed by Txxxxx, X0 Holdco and Protected. (e) Notwithstanding the foregoing, Trebia shall, and shall consult cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Authority (including in connection with each other any Governmental Filings) necessary or advisable so as to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event, no later than the Termination Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the obtaining Transactions under any Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of all permitspreventing, consentsprohibiting, approvals restricting, or delaying the consummation of the Transactions, including: (i) proposing, negotiating, committing to and authorizations effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of all third parties Trebia or its controlled Affiliates and any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, product lines, rights or assets) and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Trebia’s or its controlled Affiliates’ freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of Trebia and its controlled Affiliates or interest therein, in each case as may be required in order to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event no later than the Termination Date. (f) From the date of this Agreement until Closing, Trebia shall not acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, or take any other action, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition, or the taking of any other action, could in any material respect (individually or in the aggregate): (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Entities Authority necessary or advisable to consummate the transactions contemplated by Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, (iv) be reasonably expected to result in the failure to satisfy a condition to the Debt Financing or the Cannae Backstop Amount, as applicable, or (v) otherwise prevent or delay the consummation of the Transactions. (g) Notwithstanding anything in this Agreement and each party will keep to the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoingcontrary, nothing contained herein in this Agreement shall require S1 Holdco, Protected or any of their respective Subsidiaries or Affiliates to (i) take, or cause to be deemed to require Acquirer to take taken, any action, including selling, divesting or commit to take any actionotherwise disposing of, or agree conveying, licensing, holding separate or otherwise restricting or limiting its freedom of action with respect to, any assets, business, products, rights, licenses or investments, or interests therein, other than with respect to S1 Holdco, Protected or any condition of their respective Subsidiaries (provided any action taken is conditioned upon the Closing) or restriction(ii) provide, or cause to be provided, (A) nonpublic or other confidential financial or sensitive personally identifiable information of Court Square or any of its or their Affiliates or its or their respective directors, officers, employees, managers or partners, or its or their respective control persons’ or direct or indirect equityholders’ and their respective directors’, officers’, employees’, managers’ or partners’ (each of the foregoing Persons, a “Seller Related Person”) (other than such information with respect to the officers and directors of S1 Holdco and the System1 Subsidiaries which may be provided to a Governmental Authority on a confidential basis) or (B) any other nonpublic, proprietary or other confidential information of a Seller Related Person that exceeds the scope of information that such Seller Related Person has historically supplied in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties a similar governmental filing or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergernotification.

Regulatory Approvals. Each of Yardville Sellers and Acquirer will Purchaser shall cooperate with the other and use all commercially reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SECagreements of, the Bank Regulators and to give and make all notices and filings with, any other third parties and governmental bodies Governmental Authority necessary to consummate authorize, approve or permit the consummation of the transactions contemplated by this Agreement. Yardville , the Related Agreements and Acquirer will furnish each any other agreements contemplated hereby or thereby, including, without limitation, as set forth on SCHEDULE 3.19 and each other’s counsel with all information concerning themselvesSCHEDULE 4.5; PROVIDED, HOWEVER, that nothing in this Agreement shall require, or be construed to require, Purchaser or Sellers to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Effective Time of any Closing, material assets, licenses, operations, rights, product lines, businesses or their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition interest therein or any other statement of their respective Affiliates or application made by or on behalf of Yardville or Acquirer to agree to any Bank Regulator material changes or restriction on, or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations material impairment of the information relating to Yardville ability of Purchaser or AcquirerSellers, as the case may be, to own or operate, any such assets, licenses, product lines, businesses or interests therein. Without limiting the generality of the foregoing, Purchaser and any of Sellers and their respective SubsidiariesAffiliates shall, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable, file with all foreign Government Authorities applications and/or notices required to be made by them to obtain the non-US approvals set forth in SCHEDULE 3.19 or SCHEDULE 4.5, as the case may be. The parties shall consult with Purchaser and UBOC will keep each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised informed of the status of matters relating to completion obtaining the regulatory approvals set forth on SCHEDULE 3.19 and SCHEDULE 4.5. It is expressly understood by the Parties that each Party shall use commercially reasonable efforts to ensure that representatives of both Purchaser and UBOC shall have the transactions contemplated by right to attend and participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority or other organization relating to this Agreement or a Related Agreement. Notwithstanding In furtherance of the foregoing, nothing contained herein Purchaser and UBOC shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.10.1 shall be deemed given to require Acquirer representatives of UBOC or Purchaser entitled to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerreceive notices hereunder.

Regulatory Approvals. (a) Each of Yardville Purchaser and Acquirer will cooperate with the other and Seller shall use all commercially reasonable best efforts to promptly prepare (i) make or cause to be made all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations required of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary of them or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective SubsidiariesSubsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, which appear in any event, within ten days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each of Purchaser on the one hand and Seller on the other hand shall be responsible for and shall pay one-half of all filing fees for required filings under the HSR Act. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. Subject to applicable Law, no party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Body in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Purchaser and Seller shall act reasonably and use commercially reasonable efforts to resolve such objections, if any, as promptly as practicable. The parties shall consult with each other may be asserted by any Governmental Body with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and each party will keep any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Seller shall use commercially reasonable efforts, and Purchaser shall cooperate with Seller and its Affiliates, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other apprised of the status of matters relating to completion order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Seller decide that litigation is not in their respective best interests. Each of Purchaser and Seller shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Purchaser nor any of its Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets, or any of the Purchased Assets, (ii) to agree to any limitation on the operation or conduct of NetBank Finance, or any of Purchaser’s business or operations, or (iii) to waive any of the conditions to this Agreement set forth in Section 9.1. (c) Without limiting the foregoing, nothing contained herein Seller and Purchaser shall be deemed cooperate with the other and use their commercially reasonable efforts to require Acquirer to take any actionpromptly: (i) file applications and notices, as applicable, with the OTS under the Bank Merger Act, the Home Owners’ Loan Act, as amended, and the regulations promulgated thereunder, and obtain approval of, or commit non-objection to, such applications and notices, (ii) file any required applications or notices with any foreign or state banking, insurance or other Regulatory Authorities and obtaining approval of such applications and notices, (iii) make any notices to take or filings with the Small Business Administration, (iv) make any actionnotices or filings under the HSR Act, or agree to and (v) make any condition or restriction, filings with and obtain any consents and approvals in connection with obtaining compliance with the foregoing permitsapplicable provisions of the rules and regulations of any applicable industry self-regulatory organization, consentsor that are required under consumer finance, approvals mortgage banking and authorizations of third parties or Governmental Entitiesother similar Laws (collectively, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory ConditionConsents”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with (a) To the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of extent required by the SECAntitrust Laws, the Bank Regulators and any other third parties and governmental bodies necessary to consummate Company shall (i) no later than sixty (60) days following the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselvesAgreement Date, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity make the initial filing required from the Company under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby under the Antitrust Laws of the jurisdictions identified in Section 5.4 of the Disclosure Schedule. [*] The Company shall use commercially reasonable efforts to promptly obtain, and to cooperate with Acquiror to promptly obtain, all authorizations, approvals, clearances, consents, waivers, actions, or non-actions required from any Governmental Entity under any Antitrust Law in connection with the Merger or the other transactions contemplated hereby. The Company shall promptly inform Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror, as the purchaser, shall lead all efforts to obtain any clearance, waiver, approval or authorization from any Governmental Entity that is necessary to enable the parties to consummate the Merger or the other transactions contemplated hereby, but shall consider in good faith the views of the Company. (b) To the extent required by the Antitrust Laws, Acquiror shall (i) no later than sixty (60) days following the Agreement Date, make the initial filing required from Acquiror under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby under the Antitrust Laws of the jurisdictions identified in Section 5.4 of the Disclosure Schedule. [*] Acquiror shall use commercially reasonable efforts to promptly obtain all authorizations, approvals, clearances, consents waivers, actions, or non-actions required from any Governmental Entity under any Antitrust Law in connection with the Merger or the other transactions contemplated hereby. Acquiror shall promptly inform the Company of any material communication between Acquiror (including its representatives, counsel, or consultants) and any Governmental Entity regarding [*] Confidential treatment requested. 75 CONFIDENTIAL TREATMENT REQUESTED any of the transactions contemplated hereby. If Acquiror or any Affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) The Company and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Yardville Agreement and, to the extent permissible, promptly furnish the other with copies of notices or other communications between the Company (including its representatives, counsel and Acquirer shall have the right to review any Company Subsidiary) or Acquiror (including its representatives, counsel and approve in advance all characterizations of the information relating to Yardville or AcquirerSubsidiaries), as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Third Party and/or Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Entity with respect to such transactions. The Company and Acquiror shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Antitrust Law, to the obtaining of all permitsextent permissible, consentsand shall comply promptly with any such reasonable inquiry or request. The Company, approvals on the one hand, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep Acquiror, on the other apprised hand, shall permit counsel for the other reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views of the status of matters other in connection with, any proposed written communication to any Governmental Entity relating to completion of the transactions contemplated by this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding (each a “Proceeding”) is instituted or threatened to be instituted, or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the consummation of the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the Parties shall use commercially reasonable efforts to contest, avoid, vacate, modify, or suspend each such Proceeding or Order, including through litigation. Nothing in this Section 5.4 shall limit a Party’s right to terminate this Agreement pursuant to Section 7.1(b) if such Party has, until such date, complied in all material respects with its obligations under this Section 5.4. (e) Notwithstanding anything in this Agreement to the foregoingcontrary, nothing contained herein in this Agreement shall be deemed to require Acquirer Acquiror or any Subsidiary or Affiliate thereof to agree to any Action of Divestiture. The Company shall not, without the prior written consent of Acquiror, take or agree 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 Action of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerDivestiture.

Regulatory Approvals. Each of Yardville (a) The Acquirer and the Seller Parties shall (and Blackstone shall cause the Acquirer will to and each Seller Party shall cause the Partnership Entities to) cooperate with the each other and use all reasonable best efforts to promptly prepare all necessary documentationto: (i) as soon as practicable after the date hereof, to effect all necessary (A) make their respective filings and thereafter make any required submissions under the HSR Act, and (B) obtain all Governmental Approvals and satisfy all conditions, undertakings and requirements as may be necessary or appropriate to obtain all such Governmental Approvals, including the Acquirer Regulatory Approvals and the Partnership Regulatory Approvals; and (ii) furnish to the Acquirer, on the one hand, and the Partnership, on the other hand, all information necessary permitsor desirable in connection with making any filing under the HSR Act and for any application or other filing to be made pursuant to any competition, consentsantitrust, waiversforeign investment or similar Law, approvals and authorizations of in connection with resolving any investigation or other inquiry by any Governmental Authority under any competition, antitrust, foreign investment or similar Laws with respect to the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions transaction contemplated by this Agreement. Yardville The Acquirer and the Founder shall (and Blackstone shall cause the Acquirer will furnish each other to and each other’s counsel Seller Party shall cause the Partnership Entities to) promptly inform the other parties hereto of any communication with all information concerning themselves, their subsidiaries, directors, officers and stockholders and any Governmental Authority regarding a request for Consent from such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer Governmental Authority with respect to any Bank Regulator competition, antitrust, foreign investment or other similar Law and any proposed understanding, undertaking or agreement with any Governmental Entity Authority with respect to any competition, antitrust, foreign investment or similar Law. Without the prior consent of the Acquirer, no Seller Party shall (and each Seller Party shall cause the Partnership Entities to not) agree orally or in writing to any concessions in any commercial arrangements or to any loss of rights (whether to have effect prior to or after the Closing), in each case, relating to the Partnership Business or the Partnership Entities in connection with the Merger obtaining any such Governmental Approval. The Acquirer and the other transactions contemplated by this Agreement. Yardville Seller Parties shall not (and Blackstone shall cause the Acquirer to and each Seller Party shall have cause the right Partnership Entities to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear not) participate in any filing made meeting with any Governmental Authority in connection respect of any Governmental Approval with respect to any competition, antitrust, foreign investment or similar Law with respect to the transactions contemplated by this Agreement without giving the other parties hereto prior notice of the meeting and an opportunity to participate to the extent permitted by Applicable Law. (b) The parties hereto will consult and cooperate with one another in connection with any Bank Regulator analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with all meetings, actions and proceedings under or relating to the HSR Act or other request for Governmental Entity. In exercising the foregoing rightApproval with respect to any competition, each antitrust, foreign investment or similar Law (except documents or portions thereof for which confidential treatment has been requested or given). (c) Each of the parties Acquirer and the Partnership shall act reasonably and as promptly as practicable. The parties shall consult with each (i) give the other party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Authority with respect to the obtaining transactions contemplated hereby, (ii) keep the other party informed as to the status of any such Action or threat and (iii) reasonably cooperate in all permitsrespects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, consentslifted, approvals reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and authorizations that prohibits, prevents or restricts consummation of all third parties the transactions contemplated hereby. The Acquirer, the Blackstone Parties, the Seller Parties and Governmental the Partnership Entities necessary agree and acknowledge that, notwithstanding anything to the contrary in this Section 6.4 or advisable in Section 6.3 (but subject to the actions permitted under Section 6.1), in connection with any filing or submission required, action to be taken or commitment to be made by the Acquirer or any Partnership Entity or their respective Affiliates to consummate the transactions contemplated by this Agreement and each party will keep hereby, (A) the other apprised Partnership Entities shall not, without the Acquirer’s prior written consent, (w) sell, divest or dispose of any assets of the status Partnership Entities, (x) license any Intellectual Property of matters relating any Partnership Entity, (y) commit to completion any sale, divestiture or disposal of businesses or assets of the transactions contemplated by this Agreement. Notwithstanding the foregoingPartnership Entities, nothing contained herein shall be deemed to require Acquirer to or any license of any Intellectual Property of any Partnership Entity, or (z) take any action, other action or commit to take any actionaction that would limit Blackstone’s, the Acquirer’s, the Seller Parties’ or the Partnership Entities’ or their respective Subsidiaries’ freedom of action with respect to, or agree their ability to retain any of, their businesses or assets or Intellectual Property, and (B) the Acquirer Entities shall not, without the Founder’s prior written consent, (w) sell, divest or dispose of any assets of the Acquirer Entities, (x) license any Intellectual Property of any Acquirer Entity, (y) commit to any condition sale, divestiture or restriction, in connection with obtaining disposal of businesses or assets of the foregoing permits, consents, approvals and authorizations of third parties or Governmental Acquirer Entities, or any license of any Intellectual Property of any Acquirer Entity, or (z) take any other action or commit to take any action that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiarieslimit Blackstone’s, taken as a whole) on the Acquirer’s, Yardville the Seller Parties’ or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In additionPartnership Entities’ or their respective Subsidiaries’ freedom of action with respect to, Yardville agrees or their ability to cooperate and use its reasonable best efforts retain any of, their businesses or assets or Intellectual Property; provided that the Acquirer Entities shall not be obligated to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations take any action the effectiveness of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of which is not conditioned on the MergerClosing occurring.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with (a) Subject to the other terms and conditions of this Agreement, each of Parent and Merger Sub shall use all its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under this Agreement, the Merger Agreement and applicable Law to, as promptly prepare all necessary documentationas reasonably practicable following the date of this Agreement, obtain the Transaction Approvals. In furtherance and not in limitation of the foregoing, each of the Company and Parent agrees to effect all necessary make (as may be required under applicable Law): (i) as promptly as reasonably practicable following the date of this Agreement (and in any event not later than 15 Business Days following the date of this Agreement, other than the Transaction Approval listed in Item 3 of Section 10.17(d) of the Company Disclosure Letter, which shall be submitted as promptly as reasonably practicable following the date of this Agreement), the appropriate filings and notifications required by all Transaction Approvals and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested under such requirements, and (ii) as promptly as reasonably practicable following the Acceptance Time and in any event not later than ten Business Days following the Acceptance Time, the appropriate filings and notifications required by any Governmental Entity, and to provide as promptly as reasonably practicable any information and documents that may be reasonably requested pursuant to such requirements. Subject to Section 7.3(d), the Company, Parent and Merger Sub shall use reasonable best efforts to obtain all necessary permits, consents, waivers, approvals other third-party consents required in connection with the Offer and authorizations the Merger. (b) To the extent permissible under applicable Law and in each case regarding the Offer and the Merger or any of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement and the Merger Agreement. Yardville , each of the Company and Acquirer will furnish Parent shall, in connection with the efforts referenced above to obtain the Transaction Approvals from Governmental Entities, to the extent legally permitted, use its reasonable best efforts to: (i) cooperate in all respects with each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any applicationfiling or submission and in connection with any investigation or other inquiry, petition including any proceeding initiated by a private party; (ii) promptly inform the other party of any substantive communication received by such party from, or given by such party to, any Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party; (iii) give the other party, or the other party’s legal counsel, reasonable opportunity, in advance of the transmission thereof, to review and comment on any substantive communication given by it to, and consult with each other in advance of any material meeting, conference or substantive communication with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person; and (iv) unless prohibited by a Governmental Entity or other Person, give the other party and its legal counsel the opportunity to attend and participate in such material meetings, conferences and substantive communications. Each of the Company and Parent shall furnish to the other copies of all substantive filings, submissions, material correspondence and material communications from or with any Governmental Entity (or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity Person in connection with any proceeding initiated by a private party) in connection with the Offer and the Merger and the other transactions contemplated by this Agreement and the Merger Agreement. Yardville The Company and Acquirer shall have Parent may, as each deems advisable and necessary, reasonably designate material provided to the right other party as “Outside Counsel Only Material,” and may redact the material as each deems necessary to review (A) remove references concerning valuation, (B) comply with contractual arrangements, (C) address legal privilege or confidentiality concerns, or (D) comply with applicable Law. Furthermore, Parent may arrange and approve attend meetings (in advance all characterizations full or in part) with Governmental Entities in relation to the Transaction Approvals without the participation of the Company, to the extent necessary to protect confidential, commercially sensitive or personal information relating to Yardville Parent or Acquirerits Affiliates. Without limiting any of Parent’s obligations under this Agreement, as Parent will control the case may beultimate strategy for securing approvals and expiration of relevant waiting periods under any applicable Laws relating to the Transaction Approvals. (c) Notwithstanding the foregoing, Parent shall, and shall cause its controlled Affiliates to take all actions necessary to obtain any authorization, consent or approval of their respective Subsidiaries, which appear in any filing made a Governmental Entity (including in connection with any governmental filings) necessary or advisable under any applicable Law so as to enable the consummation of the transactions contemplated by this Agreement with hereby to occur as expeditiously as possible (and in any Bank Regulator event, no later than the End Date) and to resolve, avoid or other Governmental Entity. In exercising the foregoing righteliminate any impediments or objections, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other if any, that may be asserted with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby, including: (i) taking such actions and agreeing to such requirements or conditions to mitigate any concerns as may be requested or required by this Agreement a Governmental Entity in connection with any governmental filing, (ii) proposing, negotiating, committing to and each party will keep effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, businesses, product or product lines, operations, investments, companies, rights or assets of Parent or its controlled Affiliates (including, after the Acceptance Time, the Company and its Subsidiaries) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, product or product lines, operations, investments, companies, rights or assets), or agreeing to any other apprised structural or conduct remedy, (iii) terminating or restructuring existing relationships, contractual or governance rights or obligations of Parent or its controlled Affiliates (including, after the Acceptance Time, the Company and its Subsidiaries), (iv) terminating any venture or other arrangement of Parent or its controlled Affiliates (including, after the Acceptance Time, the Company and its Subsidiaries), including by ceasing existing operations of Parent or its controlled Affiliates (including, after the Acceptance Time, the Company and its Subsidiaries) and (v) otherwise taking or committing to take actions that after the Acceptance Time would limit Parent’s or its controlled Affiliates (including, after the Acceptance Time, the Company’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain or control, one or more of the status businesses, product or product lines, operations, investments, companies, rights or assets of matters relating to completion Parent and its controlled Affiliates (including, after the Acceptance Time, the Company and its Subsidiaries) (each of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein a “Remedy”); provided, that, and notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates shall not be deemed to require Acquirer required to take any action, or commit to take any action, action or agree to any requirement or condition (including effecting or restrictionagreeing to effect, any Remedy or Remedies) that, individually or in connection with obtaining the foregoing permitsaggregate, consentswould, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have have, a Burdensome Effect; provided, further, that nothing in this Agreement shall obligate the Company and its Subsidiaries, on the one hand, and Parent or any of Parent’s controlled Affiliates, on the other hand, to take or agree to take any such action not conditioned on the consummation of the Acceptance Time. A “Burdensome Effect” means a (A) material adverse effect on Parent and its Subsidiaries (other than the Company and its Subsidiaries), taken as a whole or (B) a material adverse effect (measured on a scale relative to Yardville the Company and its Subsidiaries, taken as a whole) on Acquirer. The Company shall not, Yardville without Parent’s prior written consent commit to, or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In additiondiscuss, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and any Remedy with any Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerEntity.

Regulatory Approvals. Each (a) Subject to the terms and conditions herein, each of Yardville and Acquirer will cooperate with the other and Parties agrees to use all its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws or required by any Governmental Body in connection with this Agreement and to consummate and make effective as promptly as practicable the Transaction. Subject to appropriate confidentiality protections, each Party will furnish to the other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. (b) Each of the Parties will cooperate with one another and use reasonable best efforts to prepare all necessary documentation, documentation (including furnishing all information required under any Competition Law or FINSA) to effect promptly all necessary or advisable filings with any Governmental Body and to obtain (i) all necessary permits, consents, waivers, waivers and approvals and authorizations waiting period expirations and terminations of the SEC, the Bank Regulators and any other third parties and governmental bodies Governmental Body necessary to consummate the transactions contemplated Transaction set forth on Schedule 4.3 (“Competition Law Approvals”) and (ii) CFIUS Clearance. Each Party will provide to the other Parties copies of all correspondence between it (or its advisors) and any Governmental Body relating to the Transaction or any of the matters described in this Section ‎4.3. Each such Party will promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or the Transaction. No Party will independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by this Agreementsuch Governmental Body, the opportunity to attend and/or participate. Yardville To the extent permissible under applicable Law, the Parties will consult and Acquirer will furnish each other and each other’s counsel cooperate with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable one another in connection with any applicationanalyses, petition appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or any other statement or application made submitted by or on behalf of Yardville any Party relating to proceedings with respect to Competition Law Approvals and CFIUS Clearance. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section ‎4.3(b) or Acquirer any other Section of this Agreement as “outside counsel only.” Such materials and the information contained therein will be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. (c) Without limiting the generality of the undertakings pursuant to this Section ‎4.3, the Parties will provide or cause to be provided (including by their ultimate parent entities) to any Bank Regulator Governmental Body information and documents requested by any Governmental Body or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right necessary, proper or advisable to review and approve in advance all characterizations permit consummation of the information relating Transaction, including filing any notification and report form and related material required with respect to Yardville or AcquirerCompetition Law Approvals and CFIUS Clearance in each case enforced by any Governmental Body regarding pre-acquisition notifications for the purpose of competition reviews, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult , (i) but in no event later than 10 Business Days after the date of this Agreement with each other respect to any filing with respect to the obtaining Competition Law Approvals and (ii) as soon as reasonably practicable after the date of this Agreement and in any event within two Business Days with respect to all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary other required or advisable notifications to consummate CFIUS under FINSA, and thereafter to respond promptly to any request for additional information or documentary material that may be made. Buyer will use reasonable best efforts to cause the filings under applicable Competition Laws to be considered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith. Buyer will be responsible for all filing fees under the Competition Laws or FINSA applicable to Buyer, as well as all fees and expenses (other than advisory and/or consultancy fees and expenses) of Seller, the Companies or any of their Subsidiaries, in responding to any requests for additional information. (d) If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any Legal Proceeding is instituted by any Governmental Body or any private party challenging the Transaction as violative of any Competition Law, Buyer, Seller Parent and each Seller will use its respective reasonable best efforts to (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and each the Transaction) and/or (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Body to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Legal Proceeding brought by any Governmental Body in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary in order to resolve, any such objections or challenge as such Governmental Body or private party will keep may have to the other apprised Transaction under such Competition Law so as to permit consummation of the status of matters relating Transaction. (e) In connection with securing CFIUS Clearance with respect to completion consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoingTransaction, nothing contained herein shall be deemed to require Acquirer to (i) Buyer will, and will cause it Affiliates to, take any actionand all actions available to Buyer or to its Affiliates (including the Companies and their respective Subsidiaries effective as of and following the Closing) and requested by CFIUS to secure CFIUS Clearance, including effecting divestitures, hold separate orders, sequestration, non-disturbance or commit to take any actioninterference and other remedial measures as may be requested or required by CFIUS, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that so long as such actions would not (x) reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville result in the loss of more than $7,500,000 of annual net revenues of the Companies and its their Subsidiaries, taken as a whole, based on actual 2017 results of operations or (y) on Acquirerreasonably be expected to violate any applicable Law (provided that the application of FINSA or obtaining the CFIUS Clearance generally will not be deemed in any manner to comprise a violation of Law under clause (y), Yardville and the foregoing will apply only with respect to specific remedial or mitigation actions required as a condition of securing the Surviving Corporation CFIUS Clearance), and (a “Materially Burdensome Regulatory Condition”). In additionii) Sellers, Yardville agrees to cooperate Seller Parent and the Companies will use its reasonable best efforts to assist Acquirer in preparing fully and filing promptly support and cooperate with Buyer, including providing such petitions necessary information and filingsreasonable assistance as Buyer may reasonably request. (f) Without limiting the foregoing, Buyer will, and in obtaining such permitswill cause its Affiliates to, consents, approvals take all commercially reasonable actions necessary to avoid or eliminate each and authorizations of third parties every impediment under any Competition Law and Governmental Entities, that may be necessary or advisable FINSA so as to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following enable the consummation of the MergerTransaction to occur as soon as reasonably possible (and in any event no later than the Outside Date). (g) From the date of this Agreement until Closing, none of the Parties nor any of their respective Affiliates will acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Body necessary to consummate the Transaction or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Body seeking or entering an Order prohibiting the consummation of the Transaction, (iii) increase the risk of not being able to remove any such Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Transaction.

Regulatory Approvals. Each 5.3.1 The Company shall, if required under the Antitrust Laws and requested by Axcan, (i) no later than sixty (60) calendar days following the execution of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity make the initial filing required from the Company under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated by hereby; and (ii) as promptly as practicable following the execution of this Agreement. Yardville , execute and Acquirer shall have file or, if appropriate, join in the right to review execution and approve in advance all characterizations filing of, the applications, notifications, and other documents required for the lawful consummation of the information Merger and the other transactions contemplated hereby under the Antitrust Laws of the jurisdictions identified in Section 5.3 of the Disclosure Schedule. Axcan shall (x) on the same day as the Company makes the initial filing, if any, required under clause (i) above, make Axcan’s initial filing under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby; and (y) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents relating to Yardville all filings that Axcan requests the Company to make under clause (ii) above. [*] shall pay all filing fees associated with the above filings, applications, or Acquirernotifications, if any; provided, however, in the event a filing is required under the HSR Act solely because [*], such fees shall be [*]. If requested by Axcan, the Company shall use commercially reasonable efforts to promptly obtain, and to cooperate with Axcan to promptly obtain, all authorizations, approvals, clearances, consents, actions, or non-actions of any Governmental Entity in connection with the above filings, applications, or notifications; provided, that Axcan shall use commercially reasonable efforts to promptly obtain the same. The Company shall promptly inform Axcan of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Axcan, as the purchaser, shall, if it so elects, lead all efforts to obtain any clearance, waiver, approval or authorization from any Governmental Entity that is necessary to enable the parties to consummate the Merger or the other transactions contemplated hereby and by the Merger Agreement, but shall consider in good faith the views of the Company. 5.3.2 Axcan shall promptly inform the Company of any material communication between Axcan (including its representatives, counsel, or consultants) * Confidential treatment requested. and any Governmental Entity regarding any of the transactions contemplated hereby. If Axcan or any Affiliate of Axcan receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Axcan shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Axcan shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. 5.3.3 The Company and Axcan shall, to the extent permissible, promptly furnish the other with copies of notices or other communications between the Company (including its representatives, counsel and any Company Subsidiary) or Axcan (including its representatives, counsel and Subsidiaries), as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Third Party and/or Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Entity with respect to such transactions. The Company and Axcan shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Antitrust Law, to the obtaining of all permitsextent permissible, consentsand shall comply promptly with any such reasonable inquiry or request. The Company, approvals on the one hand, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep Axcan, on the other apprised hand, shall permit counsel for the other reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views of the status of matters other in connection with, any proposed written communication to any Governmental Entity relating to completion of the transactions contemplated by this Agreement. Notwithstanding To the foregoingextent permitted by the relevant Governmental Entity, nothing contained herein each of Company, the Axcan, and their respective Subsidiaries and Affiliates shall be deemed to require Acquirer to take any actionpermit each other (including each other’s representatives, counsel, or commit consultants) to take attend meetings with a Governmental Entity relating to the transactions contemplated by this Agreement; provided however the Company shall not participate in any action, discussion or agree meeting with the relevant Governmental Entity to any condition the extent such discussion or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations meeting involves an unrelated transaction or confidential information of a third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerparty.

Regulatory Approvals. Each (a) Subject to the terms and conditions of Yardville this Agreement, each of Purchaser, Holdings and Acquirer will the Company shall use its commercially reasonable efforts, and shall cooperate fully with such other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the other Transactions (including the receipt of all applicable Consents of Governmental Authorities) and use to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable best efforts to (i) prepare and promptly prepare file all necessary documentation, documentation to effect all necessary filings filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the Transactions and to fulfil the conditions to the Merger and the Share Acquisition Closing and (iii) execute and deliver any additional instruments necessary to consummate the Transactions. (b) In furtherance and not in limitation of Section 8.11(a), to the extent required under the FCA or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of Purchaser, Holdings and the Company agrees to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the FCA, at such Party’s sole cost and expense (including with respect to the FCA filing fee), with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the Governmental Authority as soon as practicable. Each of Purchaser, Holdings and the Company shall, in connection with its commercially reasonable efforts to obtain all necessary permits, consents, waivers, requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep such other Parties reasonably informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the SECTransactions, the Bank Regulators (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of such other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority. (c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of Purchaser, Holdings and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) Prior to the Share Acquisition Closing and the Merger Closing, as applicable, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third parties party as may be necessary for the consummation by such Party or its Affiliates of the Transactions or required as a result of the execution or performance of, or consummation of the Transactions, by such Party or its Affiliates, and governmental bodies necessary the other Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each of Purchaser, Holdings and the Company shall use its commercially reasonable efforts to cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Share Acquisition Closing. (e) Notwithstanding the generality of the foregoing, each of Purchaser, Holdings and the Company shall use its, and shall cause its Affiliates to use their, commercially reasonable efforts to consummate the transactions contemplated by this Agreementthe Subscription Agreements, including using its, and causing its Affiliates to use their, commercially reasonable efforts to enforce its or their rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Holdings the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselvesNone of Purchaser, their subsidiariesHoldings or the Company, directors, officers and stockholders and without the prior written consent of such other matters as may be necessary Parties, permit or advisable in connection consent to any applicationamendment, petition supplement or modification to or any other statement waiver (in whole or application made by in part) of any provision or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actionremedy under, or commit to take any actionreplacements of, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerSubscription Agreement.

Regulatory Approvals. Each (a) The Company shall (i) no later than three (3) Business Days following the execution of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity make the initial filing required from the Company under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby under the Antitrust Laws of the jurisdictions identified in Section 5.3 of the Company Disclosure Letter. Acquiror shall pay or cause to be paid all filing fees associated with the above filings, applications, or notifications. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Acquiror to promptly obtain, all authorizations, approvals, clearances, consents, actions, or non-actions of any Governmental Entity in connection with the above filings, applications, or notifications and, for further clarity, each of the Company and Acquiror shall request early termination of any waiting periods associated with such filings, applications or notifications. The Company shall promptly inform Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views and input of the Acquiror. (b) Acquiror shall no later than three (3) Business Days following the execution of this Agreement, make the initial filing required from Acquiror under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby. Acquiror shall pay or cause to be paid all filing fees associated with the filings required under the HSR Act. Acquiror shall promptly inform the Company of any material communication between Acquiror (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If Acquiror or any Affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views and input of the Company. (c) The Company and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Yardville Agreement and, to the extent permissible, promptly furnish the other with copies of notices or other communications between the Company (including its representatives and Acquirer shall have the right to review counsel and approve in advance all characterizations of the information relating to Yardville any Company Subsidiary) or AcquirerAcquiror (including its representatives, counsel and Subsidiaries), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company, on the one hand, and Acquiror, on the other hand, shall keep the other timely appraised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Antitrust Law, to the extent permissible and shall use its commercially reasonable efforts to comply promptly with any such inquiry or request. The Company, on the one hand, and Acquiror, on the other hand (including their respective SubsidiariesRepresentatives), which appear shall permit counsel for the other party reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party in connection with, any proposed written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each of the Company, on the one hand, and Acquiror, on the other hand, agrees not to participate in any filing made substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) Notwithstanding anything in this Agreement to the contrary, if any Bank Regulator administrative or judicial action or proceeding (each a “Proceeding”) is instituted or threatened to be instituted, or any decree, judgment, injunction or other Governmental Entity. In exercising order, whether temporary, preliminary or permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the foregoing right, each consummation of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each Merger or any other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions transaction contemplated by this Agreement as violative of any Antitrust Law, the parties shall use commercially reasonable efforts to contest, avoid, vacate, modify, or suspend each such Proceeding or Order, including through litigation. Nothing in this Section 5.3 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 5.3. (e) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and each agree that neither party will keep the other apprised of the status of matters relating hereto shall be required by this Section 5.3 to completion of (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated hereby, (ii) divest or otherwise hold separate (including by this Agreement. Notwithstanding establishing a trust or otherwise) or (iii) take any other action (or otherwise agreeing to do any of the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree ) with respect to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In additionCorporation’s Subsidiaries or any of their respective Affiliates’ businesses, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary assets or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerproperties.

Regulatory Approvals. Each (a) If Canadian Competition Approval is required: (i) within 10 Business Days after the date of Yardville this Agreement or such other date as the Parties may reasonably agree, Hecla shall prepare and Acquirer will file with the Commissioner a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter and a waiver under paragraph 113(c) of the Competition Act and Alexco shall provide such assistance as may be reasonably requested in connection with the preparation of such filing; (ii) if Alexco and Hecla mutually agree, each shall prepare and file notifications under Part IX of the Competition Act with the Commissioner with respect to the transactions contemplated by this Agreement; and (iii) each of Alexco and Hecla shall provide to each Governmental Entity all such information as may be requested by any Governmental Entity in connection with the Canadian Competition Approval. (b) All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Regulatory Approvals shall be paid by Hecla. (c) With respect to obtaining the Regulatory Approvals, each of Alexco and Hecla shall cooperate with the other one another and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and shall provide such assistance as any other third parties and governmental bodies necessary Party may reasonably request in connection with obtaining the Regulatory Approvals. In particular: (i) no Party shall extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement. Yardville , except upon the prior written consent of the other Party; (ii) the Parties shall exchange drafts of all submissions, material correspondence, filings, presentations, applications, plans, consent agreements and Acquirer will furnish each other and each other’s counsel material documents made or submitted to or filed with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding , will consider in good faith any suggestions made by the foregoingother Party and its counsel and will provide the other Party and its counsel with final copies of all such submissions, nothing contained herein material correspondence, filings, presentations, applications, plans, consent agreements and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, however, that this obligation shall not extend to (a) legally privileged information, or (b) information indicated by either Party to be competitively sensitive, in either case, which information shall be deemed provided on an external counsel-only basis; (iii) each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such material communications or meetings without giving the other Party and their respective counsel the opportunity to require Acquirer participate therein; provided, however, that where competitively sensitive information may be discussed or communicated, in either case the other Party’s external legal counsel shall be provided with any such communications or information on an external counsel-only basis and shall have the right to participate in any such meetings on an external counsel-only basis. (d) The Parties shall not enter into any transaction, investment, agreement, arrangement or joint venture or take any other 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 effect of third parties or Governmental Entities, that which would reasonably be expected to have a material adverse effect make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals. (measured on a scale relative to Yardville and its Subsidiaries, taken as a wholee) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and Each Party shall use its commercial reasonable best efforts to assist Acquirer in preparing ensure that the Section 3(a)(10) Exemption and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations exemptions from applicable securities Laws of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation state of the MergerUnited States are available for the issuance of Hecla Shares pursuant to the Plan of Arrangement.

Regulatory Approvals. Each (a) Subject to the terms and conditions of Yardville this Agreement, each of MGO, Holdings and Acquirer will HMI shall use its commercially reasonable efforts, and shall cooperate fully with such other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the other Transactions (including the receipt of all applicable Consents of Governmental Authorities) and use to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable best efforts to (i) prepare and promptly prepare file all necessary documentation, documentation to effect all necessary filings filings, notices, petitions, statements, registrations, submissions of information, applications and to other documents, (ii) obtain all necessary permitsPermits, consentsConsents, approvals, authorizations, registrations, waivers, approvals qualifications and authorizations orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the SEC, Transactions and to fulfill the Bank Regulators conditions to the Closing and (iii) execute and deliver any other third parties and governmental bodies additional instruments necessary to consummate the transactions contemplated Transactions. (b) In furtherance and not in limitation of Section 8.14, to the extent required under the HSR Act or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of MGO, Holdings and HMI agrees, and shall cause its Subsidiaries and Affiliates, to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act, at such Party’s sole cost and expense (including with respect to any filing fees), with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the granting of approval or consent by this Agreementthe Governmental Authority as soon as practicable. Yardville Each of MGO, Holdings and Acquirer will furnish HMI shall, in connection with its commercially reasonable efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep such other Parties reasonably informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of such other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority. (c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of MGO, Holdings and HMI shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of MGO, Holdings and HMI shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) Prior to the Closing, each other’s counsel with all information concerning themselvesof MGO, their subsidiaries, directors, officers Holdings and stockholders and such HMI shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other matters Third Party as may be necessary for the consummation by such Party or advisable in connection any applicationits Affiliates of the Transactions or required as a result of the execution or performance of, petition or any consummation of the Transactions, by such Party or its Affiliates, and the other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing rightInterim Period, each of the parties MGO, Holdings and HMI shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its commercially reasonable best efforts to assist Acquirer in preparing cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and filing to maintain such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of status through the MergerClosing.

Regulatory Approvals. (a) Each of Yardville Parent and Acquirer will cooperate with the other and Seller shall use all their respective commercially reasonable best efforts to promptly prepare (i) make or cause to be made all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations required of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary of them or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective SubsidiariesSubsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, which appear in any event, within ten Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission ("FTC"), the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Parent shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act; provided, however, in the event of a second request by the FTC, the Antitrust Division or any other Governmental Body in respect of such filings, all expenses incurred in connection with responding to such requests shall be borne one-third by Seller and two-thirds by Parent. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Body. No party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Body in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties shall act reasonably and as promptly as practicable. The parties hereto shall consult and cooperate with each one another in connection with the matters described in this Section 7.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Parent and Seller shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Txxxx Xxmmission Act, as amendxx, xxx any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Seller and each party will keep the Parent shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other apprised of the status of matters relating to completion order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Parent and Seller decide that litigation is not in their respective best interests. Each of Parent and Seller shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the foregoingcontrary provided herein, nothing contained herein neither Parent or Seller nor any of their respective Affiliates shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restrictionrequired, in connection with obtaining the foregoing permitsmatters covered by this Section 7.4, consents(i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel), approvals and authorizations (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or otherwise) or divest any of third parties its or Governmental Entitiesits Affiliates' businesses, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiariesproduct lines or assets, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerPurchased Assets, (iv) to agree to any limitation on the operation or conduct of the Business, or (v) to waive any of the conditions to this Agreement set forth in Section 9.1.

Regulatory Approvals. Each of Yardville (a) If necessary, Purchaser and Acquirer will cooperate with the other and Seller shall (i) use all commercially reasonable best efforts to make or cause to be made all filings required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly prepare as practicable and, in any event, within two (2) Business Days after entry of the Sale Order in the case of all necessary documentationfilings required under the HSR Act and within ten Business Days in the case of all other filings required by other Antitrust Laws, (ii) comply, to effect all necessary filings and to obtain all necessary permitsthe extent practicable, consentsat the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, waiversdocuments, approvals and authorizations or other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the “FTC”), the Antitrust Division of the SEC, United States Department of Justice (the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition “Antitrust Division”) or any other statement Governmental Body in respect of such filings or the Transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any Transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any Transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of Yardville or Acquirer any party hereto relating to any Bank Regulator proceedings under the HSR Act or other Governmental Entity Antitrust Laws. Seller and Purchaser may, as each deems advisable and necessary in connection with good faith, reasonably designate any competitively sensitive material provided to the Merger other under this Section 8.4 as “outside counsel only.” Such materials and the other transactions contemplated information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by this Agreement. Yardville and Acquirer shall have such outside counsel to employees, officers, or directors of the right to review and approve recipient, unless express written permission is obtained in advance all characterizations from the source of the information relating to Yardville materials (Seller or AcquirerPurchaser, as the case may be). (b) Each of Purchaser and Seller shall use its commercially reasonable efforts to resolve such objections, and if any, as may be asserted by any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Body with respect to the obtaining Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of all permitsmonopolization or restraint of trade (collectively, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory ConditionAntitrust Laws”). In additionconnection therewith, Yardville agrees if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Transaction is in violation of any Antitrust Law, each of Purchaser and Seller shall cooperate and use its commercially reasonable best efforts to assist Acquirer in preparing contest and filing resist any such petitions and filingsLegal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in obtaining effect and that prohibits, prevents, or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Seller decide that litigation is not in their respective best interests; provided, that all expenses incurred with respect to such permitsefforts shall be borne solely by Purchaser. Each of Purchaser and Seller shall use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, consents, approvals each of Purchaser and authorizations of third parties Seller agrees to use its commercially reasonable efforts to take promptly any and Governmental Entities, all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be necessary asserted by any Federal, state and local and non-United States antitrust or advisable competition authority, so as to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of enable the Mergerparties to close the Transactions as expeditiously as possible.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and So long as any Loan or any other third parties -------------------- Obligation shall remain unpaid or any Lender shall have any Commitment under the Credit Agreement, each Grantor shall promptly, and governmental bodies necessary at its expense, execute and deliver, or cause to consummate be executed and delivered, all applications, certificates, instruments, registration statements and all other documents the transactions contemplated by this Agreement. Yardville Collateral Agent may reasonably request and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made required by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity law in connection with the Merger and obtaining of any FCC Consents, State Consents or the consent, approval, registration, qualification or authorization of any other transactions contemplated Person necessary or deemed by the Collateral Agent to be appropriate for the effective exercise of any of its rights under this Agreement. Yardville and Acquirer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Grantor shall take any action which the right Collateral Agent may reasonably request in order to review transfer and approve in advance all characterizations assign to the Collateral Agent, or to such one or more third parties as the Collateral Agent may designate, or to a combination of the information relating foregoing, each FCC License, State License or other Government Approval of such Grantor. To enforce the provisions of this Section 12, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to Yardville or Acquirer, as request the case may be, and appointment of a receiver from any court of their respective Subsidiaries, which appear in any filing made in connection with competent jurisdiction. Such receiver shall be instructed to seek from the transactions contemplated by this Agreement with any Bank Regulator FCC or other Governmental EntityAuthority an involuntary transfer of control of each such FCC License, State License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. In exercising Each Grantor hereby agrees to authorize such an involuntary transfer of control upon the foregoing right, each request of the parties receiver so appointed, and, if such Grantor shall act reasonably refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and as promptly as practicable. The parties continuance of an Event of Default, such Grantor shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and further use its reasonable best efforts to assist Acquirer in preparing obtaining FCC Consents, State Consents or other governmental approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the FCC or other governmental authority of such petitions Grantor's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any FCC Licenses, State Licenses or other Governmental Approval) of such Grantor. Because each Grantor agrees that the Collateral Agent's remedy at law for failure of such Grantor to comply with the provisions of this Section 12 would be inadequate and filingsthat such failure would not be adequately compensable in damages, such Grantor agrees that the covenants contained in this Section 12 may be specifically enforced, and in obtaining such permits, consents, approvals Grantor hereby waives and authorizations agrees not to assert any defenses against an action for specific performance of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergersuch covenants.

Regulatory Approvals. (a) Each of Yardville the Company, Parent and Acquirer will Subco shall promptly apply for, and take all reasonably necessary actions to obtain or make, as applicable, all Authorizations, Orders, declarations, submissions and filings with, and notices to, any Governmental Entity required to be obtained or made by it for the consummation of the transactions contemplated hereby. Each party shall cooperate with and promptly furnish information to the other parties necessary in connection with any requirements imposed upon such other parties in connection with the consummation of the Arrangement. Without limiting the generality of the foregoing, each of the Company and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than 10 Business Days following the execution and delivery of this Agreement, file (i) a long form notification pursuant to Part IX of the Canadian Competition Act, (ii) the notification and report form required for the Arrangement and the transactions contemplated hereby pursuant to the HSR Act, (iii) any supplemental information requested or considered by Parent to be desirable to be submitted in connection with obtaining Competition Act Approval and the review of the transactions contemplated hereby pursuant to the HSR Act, and (iv) with any other Governmental Entity, any other filings, reports, information and documentation required for the consummation of the Arrangement and the transactions contemplated hereby pursuant to the Investment Canada Act or any Other Antitrust Laws. (b) Each of the Company and Parent shall furnish to each other’s counsel such information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that may be necessary or considered desirable by Parent in connection with (i) obtaining Competition Act Approval or Investment Canada Act Approval, or (ii) the HSR Act and any Other Antitrust Laws. (c) Each of the Company and Parent shall use all its reasonable best efforts to obtain promptly prepare all necessary documentationCompetition Act Approval and any clearance or approval required under the Investment Canada Act, to effect all necessary filings the HSR Act and to obtain all necessary permits, consents, waivers, approvals and authorizations any Other Antitrust Laws for the consummation of the SEC, the Bank Regulators Arrangement and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreementhereby. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations Each of the information relating to Yardville or Acquirer, as the case may be, Company and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties Parent shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from any Governmental Entities and shall comply promptly with any such inquiry or request. Each of the Company and Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Entity regarding any Authorizations, Orders, responses to completion information requests, declarations and filings with, and notices to, any Governmental Entity, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Entity with respect to the Arrangement and the transactions contemplated by this Agreement. Notwithstanding the foregoingforegoing or any other provision of this Agreement, nothing contained herein (i) Parent shall not be deemed required to require Acquirer (A) consent to take the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any actionof its or its Affiliates’ assets or any assets of the Company or any of its Subsidiaries or (B) regarding antitrust matters, consent to any other structural or commit to take conduct remedy or enter into any action, settlement or agree to any condition Order respecting the transactions contemplated by this Agreement, and (ii) neither Parent nor any of its Affiliates shall have any obligation to contest, administratively or restrictionin court, any ruling, order or other action of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement; provided, that each of the Company and Parent shall both promptly respond to any Governmental Entity with respect to any request for additional information. (d) Each of the Company and Parent shall instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the Canadian Competition Act, the Investment Canada Act, the HSR Act and the Other Antitrust Laws, the approval of the Arrangement under the Canadian Competition Act and the Investment Canada Act and the expiration of the applicable HSR Act waiting period and any waiting periods under the Other Antitrust Laws at the earliest practicable dates. Such reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of any Governmental Entity. Notwithstanding the foregoing, counsel to Parent shall have the primary responsibility for contacting and communicating with the Commissioner, the Minister responsible for the Investment Canada Act, the U.S. Department of Justice and U.S. Federal Trade Commission and government authorities responsible for Other Antitrust Laws, in connection with obtaining the foregoing permitssatisfaction of conditions set forth in Sections 7.1(c), consents, approvals 7.1(d) and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”7.1(e). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. (a) Each of Yardville Acquiror and Acquirer will the Company shall promptly apply for, and use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things that are necessary or advisable to consummate and make effective the Transactions, including (i) the use all of reasonable best efforts to promptly prepare cause the conditions in ARTICLE 9 to be satisfied, (ii) the obtaining of all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consentsactions or nonactions, waivers, consents and approvals from Governmental Entities and authorizations the making of all necessary registrations, filings and notices and the SECtaking of any and all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the Bank Regulators and any other obtaining of all necessary consents, approvals or waivers from third parties and governmental bodies (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of the foregoing, each of Acquiror and the Company shall within 10 business days, and before the expiration of any relevant legal deadline, make or cause to be made any filing, or where not permitted to make a filing, to initiate contact with the reviewing Governmental Entity, in any jurisdiction, with any Governmental Entity, required in connection with the Transactions and which relate to the HSR Act, which form will include a request for early termination of the applicable waiting period, or any antitrust and competition Laws and foreign investment Laws of all xxxxxxxxxxxxx xxxxx xxxx xxxxx xx xxx Xxxxxx Xxxxxx and any other similar applicable Law (collectively, “Antitrust Laws”). Yardville Each of Acquiror and Acquirer will the Company shall furnish each other and to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with all information concerning themselvesits preparation of any filing or submission relating to any of the Antitrust Laws. (c) Each of Acquiror and the Company shall use reasonable best efforts to obtain promptly any clearance, their subsidiariesunder any of the Antitrust Laws, directors, officers and stockholders and such other matters as may be clearance deemed necessary or advisable in connection any application, petition or any other statement or application made by or on behalf the Parties for the consummation of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Transactions. Each of Acquiror and the other transactions contemplated by this Agreement. Yardville and Acquirer Company shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) or other Governmental Entity and shall use its reasonable best efforts to comply promptly with any such inquiry or request. No party hereto shall independently participate in any meeting or discussion with any Governmental Entity in respect of any filings, applications, investigations, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which may be limited to outside antitrust counsel only). Acquiror will consult with the Company in connection with the preparation of all written presentations, memoranda, briefs, arguments, opinions, proposals, or other written submissions to any Government Entity that are prepared in connection with obtaining any clearances deemed necessary or advisable by the parties under any of the Antitrust Laws for the consummation of the Transactions. Without limiting the generality of the foregoing, Acquiror agrees to use reasonable best efforts to take any and all reasonable steps necessary to receive regulatory clearance under all applicable Antitrust Laws to close the Transactions, unless the taking of such actions would have (or would reasonably be expected to have) a material adverse effect on the business condition (financial or otherwise) of Acquiror, its Subsidiaries, and the Acquired Companies, taken as a whole. Notwithstanding the foregoing, Acquiror shall not be required to (A) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its or its Affiliates’ assets or any assets of the Acquired Companies, or (B) consent to any other structural or conduct remedy or enter into any settlement or agree to any Order regarding antitrust matters relating to completion of respecting the transactions contemplated by this Agreement. Notwithstanding . (d) Acquiror and the foregoing, nothing contained herein Company shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees instruct their respective counsel to cooperate with each other and use its reasonable their best efforts to assist Acquirer in preparing facilitate and filing such petitions expedite the identification and filings, and in obtaining such permits, consents, approvals and authorizations resolution of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation issues arising under any of the Mergerfilings made pursuant to Section 8.1 of this Agreement and to promote the expiration of any applicable waiting period or obtain any antitrust approvals or clearance at the earliest practicable date. Such best efforts and cooperation include counsels’ (i) to keeping each other informed of all material communications from and to personnel of the reviewing Governmental Entity and (ii) conferring with each other regarding appropriate contacts with and response to personnel of any Governmental Entity.

Regulatory Approvals. Each of Yardville and Acquirer will cooperate with (a) To the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of extent required by the SECAntitrust Laws, the Bank Regulators and any other third parties and governmental bodies necessary to consummate Company shall (i) no later than sixty (60) days following the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselvesAgreement Date, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity make the initial filing required from the Company under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby under the Antitrust Laws of the jurisdictions identified in Section 5.4 of the Disclosure Schedule. [*] The Company shall use commercially reasonable efforts to promptly obtain, and to cooperate with Acquiror to promptly obtain, all authorizations, approvals, clearances, consents, waivers, actions, or non-actions required from any Governmental Entity under any Antitrust Law in connection with the Merger or the other transactions contemplated hereby. The Company shall promptly inform Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror, as the purchaser, shall lead all efforts to obtain any clearance, waiver, approval or authorization from any Governmental Entity that is necessary to enable the parties to consummate the Merger or the other transactions contemplated hereby, but shall consider in good faith the views of the Company. (b) To the extent required by the Antitrust Laws, Acquiror shall (i) no later than sixty (60) days following the Agreement Date, make the initial filing required from Acquiror under the HSR Act in connection with the consummation of the Merger and the other transactions contemplated hereby; and (ii) as promptly as practicable following the execution of this Agreement, execute and file or, if appropriate, join in the execution and filing of, the applications, notifications, and other documents required for the lawful consummation of the Merger and the other transactions contemplated hereby under the Antitrust Laws of the jurisdictions identified in Section 5.4 of the Disclosure Schedule. [*] Acquiror shall use commercially reasonable efforts to promptly obtain all authorizations, approvals, clearances, consents waivers, actions, or non-actions required from any Governmental Entity under any Antitrust Law in connection with the Merger or the other transactions contemplated hereby. Acquiror shall promptly inform the Company of any material communication between Acquiror (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If Acquiror or any Affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) The Company and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this AgreementAgreement and, to the * Confidential treatment requested. Yardville extent permissible, promptly furnish the other with copies of notices or other communications between the Company (including its representatives, counsel and Acquirer shall have the right to review any Company Subsidiary) or Acquiror (including its representatives, counsel and approve in advance all characterizations of the information relating to Yardville or AcquirerSubsidiaries), as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Third Party and/or Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Entity with respect to such transactions. The Company and Acquiror shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Antitrust Law, to the obtaining of all permitsextent permissible, consentsand shall comply promptly with any such reasonable inquiry or request. The Company, approvals on the one hand, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep Acquiror, on the other apprised hand, shall permit counsel for the other reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views of the status of matters other in connection with, any proposed written communication to any Governmental Entity relating to completion of the transactions contemplated by this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding (each a “Proceeding”) is instituted or threatened to be instituted, or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the consummation of the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the Parties shall use commercially reasonable efforts to contest, avoid, vacate, modify, or suspend each such Proceeding or Order, including through litigation. Nothing in this Section 5.4 shall limit a Party’s right to terminate this Agreement pursuant to Section 7.1(b) if such Party has, until such date, complied in all material respects with its obligations under this Section 5.4. (e) Notwithstanding anything in this Agreement to the foregoingcontrary, nothing contained herein in this Agreement shall be deemed to require Acquirer Acquiror or any Subsidiary or Affiliate thereof to agree to any Action of Divestiture. The Company shall not, without the prior written consent of Acquiror, take or agree 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 Action of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerDivestiture.

Regulatory Approvals. Each Parent shall as promptly as reasonably practicable after the execution of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville , execute and Acquirer will furnish each file, or join in the execution and filing of, any application, notification or other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as document that may be necessary in order to obtain the authorization, approval or advisable in connection consent of any applicationGovernmental Authority, petition whether foreign, federal, state, local or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity municipal, which may be required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Yardville Without prejudice to the foregoing, Parent shall make all filings required of it under the HSR Act or any other antitrust Law with respect to the transactions contemplated hereby as promptly as reasonably practicable (but no later than five (5) business days after the date of this Agreement) and Acquirer shall have comply as soon as reasonably practicable and to the right extent necessary with any reasonable request for additional information, documents or other materials received from the Federal Trade Commission or Department of Justice or any other Governmental Authority acting pursuant to review its antitrust authority. Parent shall use reasonable best efforts to obtain all such authorizations, approvals and approve in advance all characterizations of the information relating consents. Parent shall pay any associated filing fees payable by Parent with respect to Yardville or Acquirersuch authorizations, as the case may beapprovals and consents, and any shall be responsible for the payment of their respective Subsidiaries, which appear in any all filing made fees required in connection with filings under the HSR Act or any other antitrust Law with respect to the transactions contemplated hereby. Subject to applicable Laws and orders, Parent shall as promptly as reasonably practicable inform the Company of any substantive communication between Parent and any Governmental Authority regarding any of the transactions contemplated hereby, and provide a copy of such substantive communication if it is in writing. If the Parent or any of its Affiliates receives any reasonable formal or informal request for supplemental information or documentary material from any Governmental Authority with response to the transactions contemplated hereby, then the Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Parent shall consult with and cooperate with the Company in advance of any such written or oral communication to any Governmental Authority, and shall not participate in any substantive meeting or discussion with any Governmental Authority in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the Company in advance and, except as prohibited by applicable Law or Governmental Authority, gives Parent the opportunity to attend and participate thereat. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Parent under this Section 6.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parent shall use reasonable best efforts to resolve questions or objections, if any, of any Governmental Authority. Notwithstanding anything in this Agreement to the contrary, if any Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement with as violative of any Bank Regulator Law, it is expressly understood and agreed that neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (a) litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other Governmental Entity. In exercising the foregoing rightorder, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permitswhether temporary, consents, approvals and authorizations of all third parties and Governmental Entities necessary preliminary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actionpermanent, or commit (b) make proposals, execute or carry out agreements or submit to take orders providing for (i) the sale, divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any actionassets or categories of assets of Parent, any of its Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or agree the holding separate of shares of Company Capital Stock, or (ii) the imposition of any limitation on the ability of Parent or any of its Subsidiaries or Affiliates to any condition freely conduct their business or restrictionown such assets or to acquire, in connection with obtaining the foregoing permits, consents, approvals and authorizations hold or exercise full rights of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations ownership of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations shares of Subsidiaries of Yardville and Acquirer following consummation of the MergerCompany Capital Stock.

Regulatory Approvals. Each of Yardville 6.1.1. No later than one (1) Business Day after the date hereof, Seller and Acquirer will cooperate Purchaser shall jointly cause to be filed by Seller's FCC counsel an application with the other FCC requesting the FCC's consent to the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub, which application is attached hereto at Exhibit A (the "FCC Application"). Each party shall pay its own expenses in connection with the preparation and prosecution of the FCC Application and shall share equally any filing fees associated with the FCC Application. 6.1.2. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Purchaser shall each use all their respective reasonable best efforts to promptly prepare (a) take, or to cause to be taken, all necessary documentationactions, to effect all necessary filings and to obtain do, or to cause to be done, and to assist and cooperate with the other parties in doing all necessary permitsthings necessary, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each ; (b) obtain from any Governmental Authority or other and each other’s counsel with all information concerning themselvesPerson any actions, their subsidiariesnon-actions, directorsclearances, officers and stockholders and such other matters as may waivers, consents, approvals, permits or Orders required to be necessary or advisable in connection any applicationobtained by Seller, petition Purchaser or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity their respective Affiliates in connection with the Merger authorization, execution, delivery and performance of this Agreement, the consummation of the other transactions contemplated by this Agreement. Yardville hereby and Acquirer shall have thereby and the right to review and approve in advance all characterizations assignment of the FCC Licenses from BCR License Sub to Nassau License Sub; (c) furnish all information relating required for any application or other filing to Yardville be made pursuant to any applicable Law or Acquirer, as the case may be, and any applicable regulations of their respective Subsidiaries, which appear in any filing made Governmental Authority in connection with the transactions contemplated by this Agreement Agreement, including filings in connection with the FCC Application, and to supply promptly any Bank Regulator additional information and documentary material that may be requested in connection with such filings or applications; (d) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing or the FCC Order, including defending against and opposing any lawsuits or other Governmental Entity. In exercising proceedings (including any FCC reconsideration or review), whether judicial or administrative, reviewing or challenging this Agreement, the foregoing right, each consummation of the parties other transactions contemplated hereby and thereby or the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub; and (e) execute and deliver any additional instruments necessary to assign the FCC Licenses from BCR License Sub to Nassau License Sub or to consummate any other transactions contemplated by this Agreement. No party to this Agreement shall act reasonably consent to any voluntary delay of the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub or the consummation of the other transactions contemplated hereby at the behest of any Governmental Authority or other Person without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting this Section 6.1.2, Purchaser agrees to take any and as promptly as practicable. The parties shall consult with all steps and to make any and all undertakings necessary to (i) avoid or eliminate each other and every impediment under any antitrust, merger control, competition, or trade regulation Law, including the Communications Act, that may be asserted by any Governmental Authority with respect to the obtaining consummation of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take (ii) resolve any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, objection that may be necessary asserted by the FCC or advisable any other Person in order to obtain promptly the FCC Order or satisfy or comply with any conditions imposed by the FCC Order, in all events so as to enable the Closing to occur as soon as reasonably possible, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets of Purchaser or any of its Affiliates (including any FCC license held by such persons) or otherwise taking or committing to take actions that limit Purchaser's or its Affiliates' freedom of action with respect to, or their ability to retain, any of their assets, in each case, as may be required in order to obtain the FCC Order or avoid the entry of, or to effect the dissolution of, any mergers and/or consolidations injunction, temporary restraining order, or other Order in any suit or proceeding, which would otherwise have the effect of Subsidiaries preventing or delaying the Closing. Purchaser covenants that prior to the Closing, no changes shall be made in the direct or indirect ownership structure of Yardville and Acquirer following consummation Nassau License Sub, except for such changes that would not delay (A) the processing by the FCC of the MergerFCC Application, and/or (B) the prompt issuance of the FCC Order. 6.1.3. Notwithstanding anything in this Agreement to the contrary, if the Closing occurs before the FCC Order becomes a Final Order, the terms of Section 6.1.2 shall survive the Closing until the FCC Order becomes a Final Order; provided, however, that such terms shall only survive as applied to actions relating to the obtaining of the FCC Order and such FCC Order becoming a Final Order. No assignment of the FCC Licenses shall occur prior to obtaining the FCC Order.

Regulatory Approvals. (a) Each of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SECPurchaser, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Company and the other transactions contemplated by this Agreement. Yardville and Acquirer Selling Stockholder (if necessary) shall have (a) make or cause to be made all filings (including the right to review and approve in advance all characterizations Foreign Filings) required of the information relating to Yardville each of them or Acquirer, as the case may be, and any of their respective SubsidiariesSubsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, which appear in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and, if practicable, within fifteen (15) Business Days in the case of all other filings (including the Foreign Filings) required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Body in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall act reasonably be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each of Purchaser and the Company shall use its reasonable best efforts to resolve such objections, if any, as promptly as practicable. The parties shall consult with each other may be asserted by any Governmental Body with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and each party will keep any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the other apprised purpose or effect of monopolization or restraint of trade (collectively, the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory ConditionAntitrust Laws”). In additionconnection therewith, Yardville agrees if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, each of Purchaser and the Company shall cooperate and use its reasonable best efforts to assist Acquirer in preparing contest and filing resist any such petitions and filingsLegal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in obtaining effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, Purchaser and the Company decide that litigation is not in their respective best interests. Each of Purchaser and the Company shall use commercially reasonable efforts to take such permitsaction as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, consents, approvals each of Purchaser and authorizations of third parties and Governmental Entities, the Company agree to use reasonable best efforts to take promptly steps necessary to avoid or eliminate any impediment under any Antitrust Laws that may be necessary asserted by any federal, state and local and non-United States antitrust or advisable competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible; provided, however, that in no event shall Purchaser be required to (i) effect or commit to effect, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerassets or businesses of Purchaser or its Affiliates, (ii) otherwise take any action that limits the freedom of action of Purchaser or any of its Affiliates with respect to, or its respective ability to retain, any of its businesses, product lines, or assets or those of its Affiliates or (iii) propose or accept the imposition of any conditions on Purchaser or its Affiliates.

Regulatory Approvals. Each (a) If legally required, Purchaser and Sellers shall (a) make or cause to be made all filings required of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations each of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary them or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiariessubsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as defined below) with respect to the transactions contemplated hereby as promptly as practicable after the date of this Agreement, which appear (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Body in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the parties meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. (b) If a filing under the HSR Act is legally required, Purchaser and Sellers shall act reasonably and use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as practicablepossible after the execution of this Agreement. The parties Purchaser and Sellers shall consult with each other use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and each party will keep any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Purchaser and Sellers shall cooperate and use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other apprised of the status of matters relating to completion order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, or commit to take any actionunless, or agree to any condition or restrictionby mutual agreement, Purchaser and Tamtron decide that litigation is not in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable their respective best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerinterests.

Regulatory Approvals. Each of Yardville (a) First Defiance and Acquirer United Community and their respective Subsidiaries will cooperate with the other and use all reasonable best efforts to as promptly prepare all necessary documentationas possible prepare, to file, effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals Requisite Regulatory Approvals (and authorizations shall use reasonable best efforts to make such filings within 30 days of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by date of this Agreement. Yardville ), and Acquirer the parties will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection comply with the Merger terms of such Requisite Regulatory Approvals. Each of First Defiance and the other transactions contemplated by this Agreement. Yardville and Acquirer shall United Community will have the right to review in advance, and approve to the extent practicable each will consult with the other, in advance all characterizations of the information each case subject to applicable Legal Requirements relating to Yardville or Acquirerthe exchange of information, as the case may be, and with respect to all substantive written information submitted to any of their respective Subsidiaries, which appear in any filing made Regulatory Authority in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental EntityRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties shall will act reasonably and as promptly as practicable. The parties shall Each party agrees that it will consult with each the other party with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Contemplated Transactions, and each party will keep the other party apprised of the status of material matters relating to completion of the Contemplated Transactions. First Defiance and United Community will, 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 any of its Subsidiaries with or to any Regulatory Authority in connection with the Contemplated Transactions. (b) First Defiance and United Community shall use its reasonable best efforts to resolve any objection that may be asserted by any Regulatory Authority with respect to this Agreement or the transactions contemplated by this Agreementhereby. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer First Defiance or United Community or any of their respective Subsidiaries, and neither First Defiance nor United Community 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 obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, Requisite Regulatory Approvals that would after the Effective Time, reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville the Surviving Entity and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees after giving effect to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. Each Party shall cooperate and use Reasonable Best Efforts to prepare and file as soon as practicable (but in no event more than thirty (30) days following the date hereof) all applications, notices, petitions, filings and other documents necessary to obtain, and shall use Reasonable Best Efforts to obtain, the Required Statutory Approvals. The Parties further agree to use Reasonable Best Efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Entity or applicable Law and (ii) to satisfy any conditions imposed by any Governmental Entity in all Final Orders, in each case in order to consummate the transactions contemplated hereby as soon as reasonably possible. Each of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts Parties shall (i) respond as promptly as practicable to promptly prepare all necessary any inquiries or requests received from any Governmental Entity for additional information or documentation, (ii) provide such information with respect to effect all such Party as may be necessary filings and to obtain all necessary permits, consents, waivers, approvals the Required Statutory Approvals and authorizations of (iii) not enter into any agreement with any Governmental Entity that would reasonably be expected to adversely affect the SEC, the Bank Regulators and any other third parties and governmental bodies necessary Parties’ ability to consummate the transactions contemplated by this Agreement, except with the prior consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed). Yardville Each of the Parties shall use Reasonable Best Efforts to avoid or eliminate each and Acquirer will furnish each other and each other’s counsel with all information concerning themselvesevery impediment under any antitrust, their subsidiariescompetition, directors, officers and stockholders and such other matters as or trade or energy regulation Law that may be necessary or advisable in connection asserted by any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The actions required by this Agreement the immediately preceding sentence shall include proposing, negotiating, committing to and each party will keep effecting, by consent decree, hold separate order or otherwise, the other apprised sale, divestiture or disposition of such power generation, electric transmission or oil & gas assets or businesses of Purchasers or their respective Affiliates (including their respective Subsidiaries (except for the status of matters relating Acquired Companies)), and agreeing to completion of such limitations on their conduct or actions as may be required in order to obtain the transactions contemplated by this Agreement. Notwithstanding Required Statutory Approvals as soon as reasonably possible, to avoid the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actionentry of, or commit to take effect the dissolution of, any actioninjunction, temporary restraining order or agree to other order in any condition suit or restrictionproceeding, in connection with obtaining which would otherwise have the foregoing permits, consents, approvals and authorizations effect of third parties preventing or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or delaying the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filingsClosing Date, and defending through litigation on the merits, including appeals, any claim asserted in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergercourt by any Person.

Regulatory Approvals. Each (a) Acquiror shall promptly after the execution of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator apply for or other Governmental Entity. In exercising the foregoing rightotherwise seek, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing obtain, all consents and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and required to be obtained by it from a Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following Authority for the consummation of the Merger. Without limiting the generality or effect of the foregoing, Acquiror shall make any initial filings required under the HSR Act, which filings shall be made within 15 Business Days after the execution of this Agreement, and Acquiror shall, as soon as practicable, make any other additional filings required by the Antitrust Laws. Acquiror shall (i) cooperate and coordinate with the Company in the making of such filings, (ii) supply the Company with any information that may be required in order for the Company to make any filings required under Antitrust Laws, and (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws. (b) Acquiror shall promptly notify the Company upon the receipt of: (i) any material comments from any officials of any Governmental Authority in connection with any filings made by Acquiror pursuant hereto, (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any Applicable Law and (iii) any material communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.2(a), Acquiror will promptly inform the Company of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. (c) Acquiror shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Laws. Acquiror shall use reasonable best efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. The Acquiror shall take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: (i) providing information required by Applicable Law or governmental regulation; and

Regulatory Approvals. Each of Yardville 2.1 This Agreement, and Acquirer any amendment or modification hereof, will cooperate be submitted to the state regulatory body for approval in accordance with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations Section 252 of the SECAct. Should the state regulatory body deny approval of the Agreement or any part thereof, the Bank Regulators parties agree to consider whether any additional and any other third parties and governmental bodies appropriate judicial or administrative efforts are necessary to consummate gain approval of said part or Agreement. If it is mutually determined that the transactions contemplated part or Agreement must be renegotiated to gain approval by the state regulatory body, the parties agree to do so on an expedited basis. If the parties fail to reach agreement, either party may seek resolution pursuant to Section 23 (Dispute Resolution Procedures) of this Agreement. 2.2 In the event the FCC or the State regulatory body promulgates rules or regulations, or issues orders, or a court with appropriate jurisdiction issues orders, which make unlawful any provision of this Agreement, the parties shall negotiate promptly and in good faith in order to amend the Agreement to substitute contract provisions which are consistent with such rules, regulations or orders. In the event the parties cannot agree on an amendment within thirty (30) days from the date any such rules, regulations or orders become effective, then the parties shall resolve their dispute under the applicable procedures set forth in Section 23 (Dispute Resolution Procedures) hereof. 2.3 In the event BellSouth is required by any governmental authority to file a tariff or make another similar filing ("Filing") in order to implement this Agreement, BellSouth shall (i) consult with MCIm reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to MCIm its proposed tariff and obtain MCIm’s agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for MCIm the full benefit of the rights otherwise provided in this Agreement. Yardville In no event shall BellSouth file any tariff to implement this Agreement that purports to govern the services provided hereunder that is inconsistent with the rates and Acquirer will furnish each other terms and each other’s counsel with all information concerning themselvesconditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 2.4 In the event that any final and nonappealable legislative, their subsidiariesregulatory, directorsjudicial or other legal action materially affects any material terms of this Agreement, officers or the ability of MCIm or BellSouth to perform any material terms of this Agreement, or in the event a judicial or administrative stay of such action is not sought or granted, MCIm or BellSouth may, on thirty (30) days written notice (delivered not later than thirty (30) days following the date on which such action has become legally binding and stockholders has otherwise become final and nonappealable) require that such other matters terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be necessary or advisable required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall be resolved in connection any application, petition or any other statement or application made by or on behalf accordance with Section 23 (Dispute Resolution Procedures) of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information . 2.5 The parties intend that any additional services requested by either party relating to Yardville or Acquirer, as the case may be, and any subject matter of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by will be incorporated into this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergeramendment.

Regulatory Approvals. Each of Yardville To the extent required by the applicable insurance code, Purchaser shall promptly prepare and Acquirer will cooperate file (with the other assistance of, and use all reasonable best efforts subject to the approval of, Universal) a request for a determination by the Superintendent of Insurance of the State of New York (the "New York Superintendent") that, upon acquisition of the Stock, Additional Stock or the conversion of the Stock into Common Stock, none of Purchaser, the Alternate Purchaser (singly or in the aggregate) or the Purchaser and the Alternate Purchasers, collectively, will be in control (as defined in the New York Insurance Law) of Progressive. To the extent required by the applicable insurance code, Purchaser shall promptly prepare and file (with the assistance of, and subject to the approval of, Universal) (i) an application for approval by the Insurance Commissioner of the State of Florida and (ii) an application for approval by or a disclaimer of control from the Insurance Commissioner of the State of Indiana. If it is determined that the approval or non-disapproval of such acquisition by the New York Superintendent is required, Purchaser shall promptly prepare and file (with the assistance of, and subject to the approval of, Universal) an application for such approval or non-disapproval. In either case, the parties shall cooperate in seeking the issuance of all necessary documentationRegulatory Approvals. Such cooperation shall include, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SECif necessary, the Bank Regulators execution and any other third parties and governmental bodies necessary delivery of Commitment Agreements similar to consummate the transactions contemplated those executed by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity WAND in connection with the Merger determination by the New York Superintendent that WAND's acquisition of the Series B Preferred Stock did not constitute an acquisition of control of Progressive, the usual Commitment Agreements required by the New York Superintendent and such other commitments or undertakings as the Regulators may require, but neither party shall be required to execute any other commitment, undertaking or agreement to which it has a reasonable objection. Universal shall pay all fees and expenses in connection with obtaining all necessary Regulatory Approvals, including, without limitation, filing fees and the other transactions contemplated by this Agreement. Yardville reasonable fees and Acquirer shall have expenses of Purchaser's counsel in connection therewith, subject to the right to review and approve limitations set forth in advance all characterizations of the information relating to Yardville Section 9(a) or Acquirer13.6, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Merger.

Regulatory Approvals. (a) Each of Yardville Purchaser, the Company, Parent (if necessary) and Acquirer will Seller (if necessary) shall (a) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as defined below) with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within five (5) Business Days after the date of this Agreement in the case of all filings required under the HSR Act and within four weeks (to the extent practical) in the case of all other filings required by other Antitrust Laws, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other and inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use all its reasonable best efforts to promptly prepare all necessary documentation, furnish to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such required for any application or other matters as may filing to be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer pursuant to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made applicable law in connection with the transactions contemplated by this Agreement Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Body in respect of any such filings, investigation, or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Both parties shall act reasonably share the costs of any filing fees associated with the approvals sought hereunder. (b) Each of Purchaser and the Company shall use its reasonable best efforts to resolve such objections, if any, as promptly as practicable. The parties shall consult with each other may be asserted by any Governmental Body with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and each party will keep any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the other apprised purpose or effect of monopolization or restraint of trade (collectively, the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory ConditionAntitrust Laws”). In additionconnection therewith, Yardville agrees if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, each of Purchaser and the Company shall cooperate and use its reasonable best efforts to assist Acquirer in preparing contest and filing resist any such petitions and filingsLegal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in obtaining effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, Purchaser and the Company decide that litigation is not in their respective best interests. Each of Purchaser and the Company shall use their reasonable best efforts to take such permitsaction as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, consents, approvals each of Purchaser and authorizations of third parties the Company agree to use its reasonable best efforts to take promptly any and Governmental Entities, all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be necessary asserted by any Federal, state and local and non-United States antitrust or advisable competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including effecting or committing to effect, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any mergers and/or consolidations decree, order, judgment, injunction, temporary restraining order or other order in any suit or preceding, that would otherwise have the effect of Subsidiaries of Yardville and Acquirer following preventing or materially delaying the consummation of the Mergertransactions contemplated by this Agreement; provided that neither Purchaser nor the Company shall be required to take any of the foregoing actions to the extent such actions would result in a material adverse effect on the Company or Purchaser.

Regulatory Approvals. Each (a) If necessary, Purchaser and Sellers shall (i) make or cause to be made all filings required of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations each of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary them or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective SubsidiariesSubsidiaries or Affiliates under the HSR Act, which appear the Competition Act, the Mexican Competition Law or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act, the Competition Act and the Mexican Competition Law or by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act, the Competition Act and the Mexican Competition Law or other Antitrust Laws for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”), the Canadian Competition Bureau, the Mexican Federal Competition Commission (the “FCC”) or any other Governmental Body in respect of such filings or such transactions and (iii) cooperate with each other in connection with any such filing (including, without limitation, to the extent permitted by applicable law, providing copies of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division, the Canadian Competition Bureau, the FCC or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Purchaser shall pay the filing fees required to be paid by Purchaser and Sellers under the HSR Act and other Antitrust Laws in connection with such filings. Each such Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement Agreement. Each such Party shall promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. To the fullest extent reasonably practicable, no Party hereto shall independently participate in any formal meeting with any Bank Regulator Governmental Body in respect of any such filings, investigation or other Governmental Entity. In exercising inquiry without giving the foregoing right, each other Parties prior notice of the parties meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act, the Competition Act, the Mexican Competition Law or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 “outside counsel only.” Such materials and the information contained therein shall act reasonably be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as promptly the case may be). (b) Each of Purchaser and Sellers shall use its commercially reasonable efforts to resolve such objections, if any, as practicable. The parties shall consult with each other may be asserted by any Governmental Body with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement under the HSR Act, the Competition Act, the Mexican Competition Law, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened in writing to be instituted) challenging that any transaction contemplated by this Agreement is in violation of any Antitrust Law, each party will keep the of Purchaser and Sellers shall cooperate and use its commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other apprised of the status of matters relating to completion order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all reasonably available avenues of administrative and judicial appeal and all reasonably available legislative action, unless, by mutual agreement, Purchaser and Sellers decide that litigation is not in their respective best interests. Each of Purchaser and Sellers shall use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act, the Competition Act, the Mexican Competition Law or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding any other provision herein, in no event will Purchaser or any of its Affiliates be required hereunder or otherwise (1) to agree to any hold-separate, divestiture or other order, decree or restriction on the foregoingBusiness or any other business, nothing contained herein shall be deemed the conduct thereof or future transactions or (2) to require Acquirer to take pay any action, or commit to take any action, amount or agree to any condition action to obtain any consent or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties approval required or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergercontemplated hereby.

Regulatory Approvals. Each of Yardville and Acquirer The Parties will cooperate with the each other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SECof, the Bank Regulators and any other third parties and governmental bodies Governmental Entities necessary to consummate the transactions contemplated by this AgreementAgreement and PFS and Provident Bank will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof; provided, however, that in no event shall PFS or Provident Bank be required to agree to any prohibition, limitation, or other requirement that would (a) prohibit or materially limit the ownership or operation by PFS or Provident Bank of all or any material portion of the business or assets of TCB or any TCB Subsidiary, (b) compel PFS or Provident Bank to dispose of or hold separate all or any material portion of the business or assets of TCB or any TCB Subsidiary, (c) impose a material compliance burden, penalty or obligation on PFS or Provident Bank resulting from noncompliance by TCB with its regulatory obligations; or (d) otherwise materially impair the value of TCB and the TCB Subsidiaries to PFS and Provident Bank (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). Yardville and Acquirer The Parties will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement. Yardville and Acquirer TCB shall have the right to review review, and approve in advance all characterizations of to the extent practicable to consult with PFS and Provident Bank on, the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other any Governmental Entity. In exercising PFS shall give TCB and its counsel the foregoing rightopportunity to review, and to the extent practicable to consult with PFS and Provident Bank on, each of filing prior to its being filed with a Bank Regulator and shall give TCB and its counsel the parties shall act reasonably opportunity to review all regulatory filings, amendments and as promptly as practicable. The parties shall consult with each other with respect supplements to the obtaining of such filings and all permits, consents, approvals responses to requests for additional information and authorizations of all third parties and Governmental Entities necessary or advisable replies to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating comments prior to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actiontheir being filed with, or commit to take any actionsent to, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerBank Regulator.

Regulatory Approvals. Each of Yardville (a) Purchaser and Acquirer will Seller shall cooperate with the each other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and their Best Reasonable Efforts to obtain all necessary permitsGovernment Approvals and to comply with the terms and conditions of all such Governmental Approvals. Purchaser and Seller shall use their Best Reasonable Efforts to, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary shall use their Best Reasonable Efforts to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, cause their subsidiariesrespective officers, directors, officers employees and stockholders Affiliates to, file within three days after the date hereof, and such other matters as may be necessary or advisable in connection any applicationall events shall file within seven days after the date hereof, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity all required initial applications and documents in connection with obtaining the Merger Governmental Approvals and the other transactions contemplated by this Agreementshall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Yardville Purchaser and Acquirer Seller shall have the right to review in advance, and approve to the extent practicable, each will consult the other on, in advance each case subject to applicable laws relating to the exchange of information, all characterizations of the information relating to Yardville Purchaser or AcquirerSeller, as the case may be, and any of their respective Subsidiaries, directors, officers, employees and stockholders which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental EntityAgreement. In exercising Without limiting the foregoing rightforegoing, each of Purchaser and Seller (the “Notifying Party”) will notify the other promptly of the receipt of comments or requests from Governmental Authorities relating to Governmental Approvals, and will supply the other parties shall act reasonably with copies of all correspondence between the Notifying Party or any of its representatives and as promptly as practicable. The parties shall consult with each other Governmental Authorities with respect to the obtaining Governmental Approvals. (b) Purchaser and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any approval needed from a Governmental Authority will not be obtained or that the receipt of any such approval will be materially delayed. Purchaser and each party will keep Seller shall take any and all actions reasonably necessary to vigorously defend, lift, mitigate and rescind the other apprised effect of the status of matters relating to completion of any litigation or administrative proceeding adversely affecting this Agreement or the transactions contemplated by hereby or thereby, including, without limitation, promptly appealing any adverse court or administrative order or injunction to the extent reasonably necessary for the foregoing purposes. (c) Nothing in this Agreement. Notwithstanding the foregoing, nothing contained herein Section 5.12 shall be deemed to require Acquirer to take any actionrequire, or commit be construed to take any actionrequire, Purchaser to sell or hold separate, or to proffer to or agree to sell or hold separate, before or after the Closing Date, any condition assets, businesses or restrictioninterest(s) in any assets or businesses of Purchaser, in connection with obtaining the foregoing permitsSeller or any of their respective Affiliates (or to consent to any sale, consentsor agreement to sell, approvals and authorizations by Seller of third parties any assets or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and businesses of Seller or any of its Subsidiaries), taken as a whole) on Acquireror to agree to any material changes or restriction in the operation of any such assets or businesses, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary cease or advisable to effect refrain from any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerassociation with any person or entity.

Regulatory Approvals. Each (a) Subject to the terms and conditions of Yardville this Agreement, each of SPAC, Holdings and Acquirer will the Company shall use its commercially reasonable efforts, and shall cooperate fully with such other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the other Transactions (including the receipt of all applicable Consents of Governmental Authorities) and use to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable best efforts to (i) prepare and promptly prepare file all necessary documentation, documentation to effect all necessary filings filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the Transactions and to fulfill the conditions to the Closing and (iii) execute and deliver any additional instruments necessary to consummate the Transactions. (b) In furtherance and not in limitation of Section 9.12(a), to the extent required under the HSR Act or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of SPAC, Holdings and the Company agrees, and shall cause its Subsidiaries and Affiliates, to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act, with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the Governmental Authority as soon as practicable; provided, that, the applicable HSR Act filing fees and any filing fees in connection with any other Antitrust Law shall be paid 50% by SPAC and 50% by the Company. Each of SPAC, Holdings and the Company shall, in connection with its commercially reasonable efforts to obtain all necessary permits, consents, waivers, requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep such other Parties reasonably informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the SECTransactions, the Bank Regulators (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of such other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority. (c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of SPAC, Holdings and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) Prior to the Closing, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third parties party as may be necessary for the consummation by such Party or its Affiliates of the Transactions or required as a result of the execution or performance of, or consummation of the Transactions, by such Party or its Affiliates, and governmental bodies necessary the other Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing. (e) Notwithstanding the generality of the foregoing, each of SPAC, Holdings and the Company shall use its, and shall cause its Affiliates to use their, commercially reasonable efforts to consummate the transactions contemplated by this Agreementthe Subscription Agreements, including using its, and causing its Affiliates to use their, commercially reasonable efforts to enforce its or their rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Holdings the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselvesNone of SPAC, their subsidiariesHoldings or the Company, directors, officers and stockholders and without the prior written consent of such other matters as may be necessary Parties, permit or advisable in connection consent to any applicationamendment, petition supplement or modification to or any other statement waiver (in whole or application made by in part) of any provision or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any actionremedy under, or commit to take any actionreplacements of, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the MergerSubscription Agreement.

Regulatory Approvals. Each The Purchaser and the Aluma Group will, at each of Yardville their respective sole cost and Acquirer will cooperate with expense, within fifteen (15) Business Days after the other date of this Agreement: (a) take any and all steps reasonably necessary and in such Party’s control and use all its commercially reasonable best efforts to promptly prepare ensure that the Transfer of the Assets and Transactions are allowed under the Investment Canada Act; (b) file any and all necessary documentationnotifications, to effect all necessary filings and other documents required to obtain any and all necessary permitsapprovals, consentsconsents or waivers from governmental Agencies, waiversincluding, approvals and authorizations of if required, under the SECInvestment Canada Act, the Bank Regulators Competition Act and the HSR Act; and (c) obtain all other Regulatory Approvals listed on Schedule H, provided that the Purchaser shall pay any other third parties filing fee required with respect to the HSR Act, Competition Act and governmental bodies necessary to consummate Investment Canada Act. The Purchaser and the transactions contemplated by this Agreement. Yardville and Acquirer Aluma Group will furnish each other and each other’s counsel with take all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters commercially reasonable steps as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and assist the other transactions contemplated by this Agreement. Yardville Party to make any such filings and Acquirer shall have the right receive any necessary consents or approvals hereunder and to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and respond as promptly as practicablepracticable to any inquiries received from the Competition Bureau or the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice and any other Agency for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any Agency in connection therewith. The parties shall consult with each other with respect to Purchaser and the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or Aluma Group agree to promptly take all reasonable steps necessary to avoid or eliminate each and every impediment under any condition antitrust or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, competition Law that may be necessary asserted by any U.S. federal, Canadian or advisable other national, state or local antitrust or competition authority so as to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation enable the parties to expeditiously close the Transactions. The Aluma Group shall either comply with the Bulk Sales Act in all applicable jurisdictions in which the Business operates, in respect of the Merger.Transactions, or obtain a final and non-appealable exemption order in respect thereof satisfactory to Purchaser, acting reasonably. In the latter event, the Aluma Group agrees to use reasonable efforts to work with the Purchaser to request in such order(s) such further comfort as the Purchaser may request to satisfy itself, acting reasonably, that it will acquire title to the Assets as contemplated in §1.A.

Regulatory Approvals. Each of Yardville (a) Xxxxxxxx and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentationLMP shall, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult practicable following the Effective Date, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required from each other with respect to the obtaining of all permits, consents, approvals Xxxxxxxx and authorizations of all third parties and Governmental Entities necessary or advisable to consummate LMP for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. Each of Xxxxxxxx and LMP shall furnish to each party will other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Parties agree that LMP, on the one hand, and Xxxxxxxx, on the other hand, shall each be responsible for 50% of any and all filing fees payable in connection with the foregoing filings. (b) Xxxxxxxx and LMP shall use their respective commercially reasonable efforts to promptly obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement and shall keep the each other apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request. LMP and Xxxxxxxx shall use their commercially reasonable efforts to completion obtain any necessary approval from any Government Authority under the HSR Act. Notwithstanding anything contained in this Agreement to the contrary, neither LMP nor Xxxxxxxx nor any of their Subsidiaries or other Affiliates shall be obligated to do any of the transactions contemplated by following: (i) dispose or transfer any asset other than pursuant to this Agreement; (ii) license or otherwise make available to any Person any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the applicable Closing Date); or (iv) change or modify any course of conduct or otherwise make any commitment regarding future operations. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or MIPA – AAG Hyundai 35 (c) The Parties commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authority, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authority. (d) Each of LMP and Xxxxxxxx shall use its reasonable best efforts to assist Acquirer “substantially comply” as promptly as practicable with any request for additional information or documentary material issued by a Governmental Authority under 15 U.S.C. Sec 18(e) and in preparing conjunction with the Contemplated Transactions (a “Second Request”). Each of LMP and filing such petitions Xxxxxxxx will certify to substantial compliance with respect thereto as promptly as practicable. Each of LMP and filingsXxxxxxxx agrees to take all reasonable steps to assert, defend, and in obtaining support certification of substantial compliance with any Second Request. Each of LMP and Xxxxxxxx agrees to give such permits, consents, approvals and authorizations of third parties and Governmental Entities, that advance notices as may be necessary or advisable required (including, if necessary, notice of an anticipated Closing Date), and to otherwise reasonably cooperate to give effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation to the rights of the Mergerother set forth in this Section 6.20.

Regulatory Approvals. (a) Each party hereto (other than the Stockholders’ Agent) shall use commercially reasonable efforts to file, as soon as practicable after the Agreement Date (but, with respect to the filing under the HSR Act, in no event later than ten Business Days (unless otherwise agreed to by the parties)), all filings, submissions, notices, reports and other documents required to be filed by such party with any Governmental Entity listed on Schedule C with respect to the Merger and other Transactions, and to submit as promptly as practicable any additional information that may be required or requested by any such Governmental Entity under any applicable Antitrust Law. The parties hereto shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Entity under any applicable Antitrust Law. Subject to the Applicable Laws and the confidentiality provisions of Yardville the Confidentiality Agreement, Acquirer and the Company each shall promptly supply the other or its outside counsel with any information which may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its obligations set forth in) this Schedule C. Except where prohibited by Applicable Law or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, the parties shall: (i) consult with one another with respect to any notices, submissions or filings with any Governmental Entity made by Acquirer will cooperate or the Company in connection with the Transactions (including under any Antitrust Laws); (ii) inform the other parties and, if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties orally of) any material communication from or to any Governmental Entity regarding the Transactions, and use all reasonable best efforts permit the other parties to promptly prepare all necessary documentationreview and discuss in advance, to effect all necessary filings and to obtain all necessary permitsconsider in good faith, consents, waivers, approvals and authorizations the view of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any applicationproposed material communication or submission with any such Governmental Entity; and (iii) inform one another of any requests for payments, petition fees or penalties received from any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with any such filings and, in the Merger case of the Company, not make such payment until it has received Acquirer’s consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Section 5.4, with respect to Antitrust Laws, Acquirer shall be entitled to direct and control all communications, strategy, and defense of the Transactions in any Legal Proceeding by, or negotiations with, any Governmental Entity relating to Antitrust Laws. (b) Subject to Section 5.4(c), Acquirer and the other transactions contemplated by this AgreementCompany, as applicable, shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Yardville and Acquirer shall have Without limiting the right to review and approve in advance all characterizations generality of the information relating foregoing, but subject to Yardville or AcquirerSection 5.4(c), as each party to this Agreement (other than the case may be, Stockholders’ Agent): (i) shall make all filings (if any) and any of their respective Subsidiaries, which appear in any filing give all notices (if any) required to be made and given by such party in connection with the transactions Transactions as set forth in Section 5.4(b); and (ii) shall use commercially reasonable efforts to obtain each consent (if any) required to be obtained (pursuant to any Applicable Law, Contract or otherwise) by such party in connection with the Transactions. (c) Notwithstanding anything to the contrary herein, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement with as violative of any Bank Regulator federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition (collectively, “Antitrust Laws”), it is expressly understood and agreed that (i) no party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other Governmental Entity. In exercising order, whether temporary, preliminary or permanent and (ii) Acquirer shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (A) the foregoing rightsale, each license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Acquirer or any of its Affiliates or the Company or any of the parties Company Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own such assets or (C) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 5.4 shall act limit the right of a party hereto to terminate this Agreement pursuant to Article VII if such party has, until such date, complied in all material respects with its obligations under this Section 5.4. (d) Between the Agreement Date and the date on which the applicable waiting period under the HSR Act expires, Acquirer shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, or consolidation would be reasonably and as promptly as practicable. The parties shall consult with each other with respect likely to materially (i) impose any delay in the obtaining of, or increase the risk of all permitsnot obtaining approval or the expiration or termination of any waiting period under the HSR Act or any other Antitrust List, consents, approvals and authorizations (ii) increase the risk of all third parties and any Governmental Entities necessary or advisable to consummate Entity entering any order prohibiting the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated by this Agreement. Notwithstanding hereby or (iii) delay the foregoing, nothing contained herein shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergertransactions contemplated hereby.

Regulatory Approvals. Each (a) In respect of Yardville the Competition Act Approval and Acquirer will the Investment Canada Act Approval, (i) within ten Business Days after the date of this Agreement or such other date as the Parties may reasonably agree, Gold Fields shall file with the Commissioner a submission requesting an Advance Ruling Certificate or, in the alternative, a No Action Letter; (ii) if an Advance Ruling Certificate or No Action Letter shall not have been obtained within 16 days following filing of Gold Fields’ submission, Gold Fields or Yamana may at any time thereafter, acting reasonably, notify the other Party that it intends to file a notification pursuant to subsection 114(1) of the Competition Act, in which case Gold Fields and Yamana shall each file their respective notifications pursuant to subsection 114(1) of the Competition Act as promptly as practicable but in any event within ten Business Days following the date Gold Fields or Yamana, as applicable, notified the other Party of its intention to file a notification; and (iii) within ten Business Days after the date of this Agreement or such other date as the Parties may reasonably agree, Gold Fields shall file with the responsible Minister with respect to the transactions contemplated by this Agreement an application for review under the Investment Canada Act, including Gold Fields’ proposed written undertakings to the Minister or his designees. (b) Gold Fields and Yamana shall, and shall cause their respective Subsidiaries, as applicable, to, file, as promptly as practicable after the date of this Agreement, any other filings or notifications under any other applicable federal, provincial, state or foreign Law required to obtain any other Regulatory Approvals including, for the avoidance of doubt the approval of the SARB and the JSE. (c) All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Regulatory Approvals shall be shared by the Parties equally. (d) The Parties shall use their commercially reasonable efforts to: (i) obtain the Regulatory Approvals at the earliest possible date. For greater certainty, but without limiting the generality of the foregoing, the Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of the Regulatory Approvals; (ii) respond promptly to any request for additional information or documentary materials made by any Governmental Entity in connection with the Regulatory Approvals; and (iii) make such further filings as may be necessary, proper or advisable in connection therewith. (e) With respect to obtaining the Regulatory Approvals, each of Gold Fields and Yamana shall cooperate with one another and shall provide such assistance as the other and use all reasonable best efforts Party may reasonably request in connection with obtaining the Regulatory Approvals. In particular: (i) no Party shall extend or consent to promptly prepare all necessary documentation, any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to not consummate the transactions contemplated by this Agreement. Yardville , except upon the prior written consent of the other Party; (ii) the Parties shall exchange drafts of all submissions, correspondence, filings, presentations, applications, plans, consent agreements and Acquirer will furnish each other and each other’s counsel documents to be made or submitted to or filed with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection any application, petition or any other statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with respect of the Merger and the other transactions contemplated by this Agreement. Yardville , will consider in good faith any suggestions made by the other Party and Acquirer its counsel and will provide the other Party and its counsel with final copies of all such submissions, correspondence, filings, presentations, applications, plans, consent agreements and other documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, however, that, subject to Section 5.7(f), information indicated by either Party to be competitively sensitive shall be provided on an external counsel-only basis; (iii) each Party will keep the other Party and their respective counsel fully apprised of all written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such communications or meetings without giving the other Party and their respective counsel the opportunity to participate therein; provided, however, that, subject to Section 5.7(f), where competitively sensitive information may be discussed or communicated, the other Party’s external legal counsel shall be provided with any such communications or information on an external counsel-only basis and shall have the right to review and approve participate in advance all characterizations any such meetings on an external counsel-only basis; and (iv) each Party shall make available its Representatives, on the reasonable request of the information relating other Party and its counsel, to Yardville or Acquirerassist in obtaining the Regulatory Approvals, as the case may beincluding by (i) making introductions to, and arranging meetings with, key stakeholders and leaders of Governmental Authorities and participating in those meetings, (ii) providing strategic input, including on any of their respective Subsidiariesmaterials prepared for obtaining the Regulatory Approvals, which appear in any filing made and (iii) responding promptly to requests for support, documents, information, comments or input where reasonably requested in connection with the transactions contemplated by Regulatory Approvals. (f) With respect to Sections 5.7(e)(ii) and (iii) above, where a Party (in this Agreement with Section 5.7 only, the “Disclosing Party”) provides any Bank Regulator submissions, communications, information, correspondence, filings, presentations, applications, plans, consent agreements or other Governmental Entity. In exercising documents to the foregoing rightother Party (the “Receiving Party”) on an external counsel-only basis, each the Disclosing Party shall also provide the Receiving Party with a redacted version of any such submissions, communications, information, correspondence, filings, presentations, applications, plans, consent agreements or other documents. (g) None of the parties Parties shall act enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably and as promptly as practicable. The parties shall consult with each other with respect be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals. (h) The Parties shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all permits, consents, approvals and authorizations of all third parties and Governmental Entities actions necessary or advisable on their respective parts to consummate the transactions contemplated by this Agreement and each party will keep as promptly as practicable after the other apprised date of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding To the foregoingextent that the Minister or his designees propose any amendments or require enhancements to the proposed written undertakings contemplated in Section 5.7(a)(iii), nothing contained herein Gold Fields shall be deemed to require Acquirer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, Yardville agrees to cooperate and use its commercially reasonable best efforts to assist Acquirer in preparing propose, negotiate and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be enter into undertakings necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of obtain the MergerInvestment Canada Act Approval.

Regulatory Approvals. Each (a) Acquirer shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of Yardville and Acquirer will cooperate with information, if any, that may be required under the HSR Act or other and use all reasonable best efforts to promptly prepare all necessary documentationapplicable federal, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any state or foreign antitrust law) or other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement. Yardville and Acquirer will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as document that may be necessary in order to obtain the expiration or advisable in connection termination of any applicationapplicable waiting period or the authorization, petition approval or consent of any other statement Governmental Entity, whether federal, state, local or application made by foreign, which may be reasonably required, or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity which the Company may reasonably request, in connection with the Merger consummation of the Mergers and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have use commercially reasonable efforts to obtain, and to cooperate with the right Company to review promptly obtain, all such authorizations, approvals and approve in advance all characterizations of the information relating to Yardville or consents and shall pay any associated filing fees payable by Acquirer, as the case may beSurviving Entity or the Company with respect to such authorizations, approvals and consents. Acquirer shall promptly inform the Company of any material communication between Acquirer and any of their respective Subsidiaries, which appear in Governmental Entity regarding the Mergers or any filing made in connection with the transactions other transaction contemplated by this Agreement with Agreement. If Acquirer or any Bank Regulator of its Affiliates receives any formal or other informal request for information or documentary material from any Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other Entity with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein then Acquirer shall be deemed to require Acquirer to take any actionmake, or commit cause to take any actionbe made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company shall promptly execute and file, or agree join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any condition applicable waiting period or restrictionthe authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Acquirer may reasonably request, in connection with obtaining the foregoing permitsconsummation of the Mergers and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to cooperate with Acquirer to promptly obtain, consentsall such authorizations, approvals and authorizations consents and shall pay, subject to the provisions of third parties Section 5.8, any expenses fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Acquirer of any material communication between the Company and any Governmental Entity regarding the Mergers or any other transaction contemplated by this Agreement. If the Company or any of its Affiliates receives any formal or informal request for information or documentary material from any Governmental EntitiesEntity with respect to the transactions contemplated by this Agreement, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of Acquirer. (c) Notwithstanding anything to the contrary contained in this Agreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any federal, state or foreign laws that would reasonably are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Acquirer shall be expected under no obligation to have make proposals, execute or carry out agreements or submit to orders providing for (A) the sale, license or other disposition or holding separate (through the establishment of a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a wholetrust or otherwise) on of any assets or categories of assets of Acquirer, Yardville the Company or any of their respective Subsidiaries or Affiliates, (B) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own or exercise control of such assets, (C) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Surviving Corporation Entity and each of its subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (a each of the restraints or limitations referred to in clauses “Materially Burdensome Regulatory Condition(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). In additionNothing in this Section 5.18 shall limit Acquirer’s or the Company’s right to terminate this Agreement pursuant to Section 7.1(b) if Acquirer or the Company, Yardville agrees to cooperate and use as applicable, has, until such date, complied in all material respects with its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the Mergerobligations under this Section 5.18.