Common use of Regulatory Compliance Cooperation Clause in Contracts

Regulatory Compliance Cooperation. In the event that a Class A Member reasonably determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member to take all such actions as are reasonably requested by such Class A Member in order (I) to effectuate and facilitate any transfer by such Class A Member of any Securities in the Company then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied with, (II) to permit such Class A Member (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided above.

Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that a Class A Member reasonably CIT/VC determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by such Class A Member CIT/VC in order (IA) to effectuate and facilitate any transfer by such Class A Member CIT/VC of any Securities in of the Company then held by such Class A Member CIT/VC to any Person designated by such Class A MemberCIT/VC (subject, as applicable; providedhowever, that to compliance with Section 9.1(b)(iii) shall be complied with3 of this Agreement), (IIB) to permit such Class A Member CIT/VC (or any Affiliate of its respective AffiliatesCIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company CIT/VC in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member CIT/VC to permit any Person(s) designated by such Class A Member CIT/VC to exercise any voting power which is relinquished by such Class A Member CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and take taking such additional actions, in each case as are reasonably requested by such Class A Member CIT/VC in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. (b) In the event a Class A Member CIT/VC has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer Sections 3 or 4 of this Agreement or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, CIT/VC's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member CIT/VC non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member CIT/VC acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to Section 12.1(a) above. (c) In the event that any Subsidiary of the Company ever offers to sell any of its Securities to CIT/VC, then the Company will cause such Subsidiary to enter into agreements with CIT/VC on substantially similar terms as this Section 12.

Regulatory Compliance Cooperation. (a) In the event that a Class A Member reasonably an SBIC determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by such Class A Member SBIC in order (Ii) to effectuate and facilitate any transfer by such Class A Member SBIC of any Securities in (as defined below) of the Company then held by such Class A Member SBIC to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall SBIC and approved by the FS Entities (with such approval not to be complied withunreasonably withheld), (IIii) to permit such Class A Member SBIC (or any Affiliate of its respective Affiliatessuch SBIC) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s SBIC's ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC to permit any Person(s) designated by such Class A Member SBIC and approved by the FS Entities (with such approval not to be unreasonably withheld) to exercise any voting power which is relinquished by such Class A Member SBIC upon any exchange of voting Securities for nonvoting Securities of the Company); ) and at the sole cost and expense of such Class A Member, the Company shall enter (iv) entering into such additional agreements, adopt adopting such amendments to this Agreement Agreement, the Certificate of Incorporation and Bylaws of the Company and other relevant agreements and take taking such additional actions, in each case as are reasonably requested by such Class A Member SBIC in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or an SBIC elects to transfer Securities of the Company to a Regulated Holder (as defined below) in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws, rules and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such regulations. (b) In the event a Class A Member an SBIC has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, SBIC's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member SBIC non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member SBIC acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to paragraph (a) above. (c) In the event that any subsidiary of the Company ever offers to sell any of its Securities to an SBIC, then the Company will cause such subsidiary to enter into agreements with such SBIC substantially similar to this Section 7 and Section 8. (d) For purposes of this Section 7:

Regulatory Compliance Cooperation. In the event that (a) If a Class A Member reasonably Regulated Holder determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member Corporation agrees to take all such actions as are reasonably requested by such Class A Member in order Regulated Holder (Ix) to effectuate and facilitate any transfer by such Class A Member Regulated Holder of any Securities in securities of the Company Corporation then held by such Class A Member Regulated Holder to any Person person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder, (IIy) to permit such Class A Member Regulated Holder (or any Affiliate of its respective Affiliatessuch Regulated Holder) to exchange all or any portion of the voting Securities securities of the Corporation then held by such Person person on a share-for-share basis for shares of a class of non-voting Securities nonvoting securities of the CompanyCorporation, which non-voting Securities nonvoting securities of the Corporation shall be identical in all respects respect to such voting Securitiessecurities, except that such new Securities securities shall be non-voting nonvoting and shall be convertible into voting securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Regulated Holder in light of regulatory considerations then prevailing, and (IIIz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out Corporation provided for in the Certificate of Incorporation of the Corporation and this Agreement and with respect to such Class A Member’s Regulated Holder's ownership of the Corporation's voting Securities before the transfers and amendments referred to above securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by such Class A Member Regulated Holder to permit any Person(sperson(s) designated by such Class A Member Regulated Holder to exercise any voting power which is relinquished by such Class A Member Regulated Holder upon any exchange of voting Securities securities for nonvoting Securities securities of the Company)Corporation; and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement Agreement, the Certificate of Incorporation and other relevant agreements the By-laws of the Corporation and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Regulated Holder in order to effectuate the intent of the foregoing; provided. As used herein, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a "Regulated Holder" means any Investor that is (i) a "small business investment corporation" licensed by the United States Small Business Administration under the Small Business Investment Act of 1958, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(vas amended, (ii) shall be applicable a Regulation Y Holder (as defined below), and/or (iii) subject to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws any similar, related or successor laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offerregulating banks, pro rata offer or otherwise)bank holding companies, small business investment companies and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboverespective subsidiaries.

Regulatory Compliance Cooperation. In the event that a Class A Member reasonably FUCP --------------------------------- determines that it has a Regulatory ProblemProblem (as defined below), FUCP shall have the right to transfer its shares of Series A Preferred Stock without regard to any restriction on transfer set forth in Section 3.3 of the this Agreement (provided that the transferee agrees to become a party to this Agreement and the Stock Purchase Agreement), and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested in writing by such Class A Member FUCP in order to (Ia) to effectuate and facilitate any transfer by such Class A Member FUCP of any Securities in securities of the Company then held by such Class A Member FUCP to any Person designated by FUCP, provided that such Class A Membertransfer shall not result in the acquisition by any "person" (as that term is used in Sections 13 (d) and 14 (d) (2) of the Securities Exchange Act of 1934, as applicable; providedamended) of beneficial ownership, that Section 9.1(b)(iii) shall be complied withdirect or indirect, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities, (IIb) to permit such Class A Member (or any of its respective Affiliates) FUCP to exchange all or any portion of the any voting Securities security then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting security of the Company, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible back into the voting security from which it was converted, having the same terms and conditions as the voting security from which it was converted, on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company FUCP in light of regulatory considerations then prevailing, prevailing and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Memberamend this Agreement, the Company shall enter into such additional agreementsArticles of Incorporation, adopt such amendments the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. For purposes of this Agreement and other relevant agreements and take such additional actionsthe Stockholders Agreement, in each case as are reasonably requested a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by such Class A Member in order any governmental regulatory agency that FUCP is not entitled to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on the Company or exercise any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem significant right with respect to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting 's securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided abovethen held by it.

Regulatory Compliance Cooperation. a) In the event that a Class A Member reasonably Investor determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member Investor in order (IA) to effectuate and facilitate any transfer by such Class A Member Investor of any Securities in of the Company then held by such Class A Member Investor to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withInvestor, (IIB) to permit such Class A Member Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Investor in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s Investor's ownership of voting Securities and/or provided for in the Voting Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Investor to permit any Person(s) designated by such Class A Member Investor to exercise any voting power which is relinquished by such Class A Member Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement Agreement, the Company's Articles of Organization and the Company's By-laws and other relevant agreements and take taking such additional actions, in each case as are reasonably requested by such Class A Member Investor in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. b) In the event a Class A Member Investor has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, Investor's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member Investor non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member Investor acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to subsection (i) above. c) In the event that any Affiliate of the Company ever offers to issue any of its Securities to Investor, then the Company will cause such Affiliate to enter into agreements with Investor substantially similar to this Section 2(a) and Section 2(b) below. d) In the event that the Company is required to authorize a class of non-voting Securities in order to comply with the foregoing provisions if the Investor has a Regulatory Problem, Investor agrees to take all such actions as are reasonably requested by the Company in order (A) to provide the Company with a sufficient period of time as is reasonably necessary to create such class of non-voting Securities and (B) to reimburse the Company all its reasonable expenses in order to create a class of non-voting Securities.

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC --------------------------------- Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders' -------------- Agreement and without complying with the provisions of Section 4.3 of the ----------- Stockholders' Agreement, but subject to the other provisions of the Stockholders' Agreement and all applicable Laws, including without limitation federal and state securities Law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such reasonable terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders' Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(iv) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member the Investor or any of the SBICs reasonably determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member Person in order (IA) to effectuate and facilitate any transfer by such Class A Member the Investor of any Securities in of the Company then held by such Class A Member it to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe Investor or the SBIC, (IIB) to permit such Class A Member the Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the Investor's ownership of voting Securities and/or provided for in the Shareholders' Agreement (as defined below) before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member the Investor to permit any Person(s) designated by such Class A Member the Investor to exercise any voting power which is relinquished by such Class A Member the Investor upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or the Investor elects to transfer Securities of the Company to a Regulated Holder (as defined below) in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder shall enter into such mutually acceptable agreements as such Regulated Holder may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. (ii) In the event a Class A Member the Investor has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member the Investor reasonably determines that it or any Affiliate has a Regulatory Problem, at such Class A Member’s request, the Company, at Investor's request the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member the investor non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member the investor acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to subsection (i) above. (iii) In the event that any Affiliate of the Company ever offers to issue any of its Securities to the Investor, then the Company will cause such Affiliate to enter into agreements with the Investor substantially similar to this Section 2(a) and Section 2(b) below.

Regulatory Compliance Cooperation. In the event that a Class A any Member or the Managing Member reasonably determines that it such Member or the Company has or may in the future have a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense (including costs and expenses incurred by the Company and the Managing Member in relation to the resolution of the Regulatory Problem, to include the fees of attorneys or other advisors retained by the Company and the Managing Member, as well as a reasonable time and materials fee to cover the efforts of the staff of the Company and Managing Member) of the Member with or causing such Class A Member Regulatory Problem to take all such actions as are reasonably requested by such Class A Member or Managing Member in order (I) to effectuate and facilitate any transfer by such Class A Member of any Securities in of the Company then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii3.03(b)(iii) shall be complied withwith (other than Section 3.03(b)(iii)(C)(I)), (II) to permit such Class A Member (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class Class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Managing Member in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A any Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v3.03(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. To the extent necessary to comply with such laws and regulations, such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. In the event a Class A any Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, request the Company, Company at the sole cost and expense of such Class A Member, Member will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided abovepursuant to this Section 3.03(b)(v)(A).

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC Holder --------------------------------- reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders' Agreement and without complying with the provisions of Section 4.3 of the Stockholders' Agreement, but subject to the other provisions of the Stockholders' Agreement and federal and state securities law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-non- voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders' Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(iv) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. In the event that a Class A Member reasonably any Purchaser determines that it has a Regulatory ProblemProblem (as defined below), such Purchaser shall have the right to transfer (subject to compliance with applicable securities laws and regulations) its Preferred Stock without regard to any restrictions on transfer set forth in this Agreement or the Stockholders Agreement (provided that the transferee agrees in writing to become a party to this Agreement), and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member Purchaser in order to (Ia) to effectuate and facilitate any transfer by such Class A Member Purchaser of any Securities in securities of the Company then held by such Class A Member Purchaser to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPurchaser, (IIb) to permit such Class A Member Purchaser (or any Affiliate of its respective Affiliatessuch Purchaser) to exchange all or any portion of the voting Securities Preferred Stock then held by such Person Purchaser on a share-for-share basis for shares of a class of non-voting Securities nonvoting preferred stock of the Company, which non-voting Securities nonvoting preferred stock shall be identical in all respects to such voting SecuritiesPreferred Stock, except that such new Securities preferred stock shall be nonvoting and shall be convertible, at such Purchaser's sole discretion, into either Common Stock or the non-voting and shall be convertible Common Stock described in clause (c), below, on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Purchaser in light of regulatory considerations then prevailing, (c) permit such Purchaser (or any Affiliate of such Purchaser) to exchange all or any portion of the Common Stock then held by such Purchaser on a share-for-share basis for shares of a class of nonvoting common stock of the Company, which nonvoting common stock shall be identical in all respects to such Common Stock, except that such common stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by such Purchaser in light of regulatory considerations then prevailing and (IIId) amend this Agreement, the Articles of Incorporation and other related agreements to continue effectuate and preserve reflect the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including foregoing. Such actions may include, but shall not necessarily be limited to: i. entering into such additional agreements as are reasonably requested by such Class A Member Purchaser to permit any Person(s) designated by such Class A Member Purchaser to exercise any voting power which is relinquished by such Class A Member Purchaser upon any exchange of voting Securities Common Stock for nonvoting Securities stock of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter and ii. entering into such additional agreements, adopt adopting such amendments to this Agreement the Articles of Incorporation and other relevant agreements bylaws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Purchaser in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided above.

Regulatory Compliance Cooperation. (i) In the event that FVR, FEP, or any other Institutional Stockholder that is a Class A Member reasonably Small Business Investment Company within the meaning of the Small Business Investment Act of 1958, as amended or is subject to regulation under the Bank Holding Company Act of 1956, as amended (a "Regulated Holder") determines that it has a Regulatory ProblemProblem (as defined below), such Regulated Holder shall have the right to transfer its Stock without regard to any restriction on transfer set forth in this Agreement other than the securities laws restrictions set forth in Section 3.1 (provided that the transferee agrees to become a party to this Agreement and executes an Instrument of Accession), and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member Regulated Holder in order to (Ia) to effectuate and facilitate any transfer by such Class A Member Regulated Holder of any Securities in securities of the Company then held by such Class A Member Regulated Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder, (IIb) to permit such Class A Member Regulated Holder (or any of its respective Affiliatesaffiliates) to exchange all or any portion of the any voting Securities security then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting security of the Company, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Regulated Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of amend this Agreement, the Company); and at the sole cost and expense of such Class A Member's Charter, the Company shall enter into such additional agreements, adopt such amendments Company's bylaws and related agreements and instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their securities in favor of such amendments and other relevant agreements and take actions. The Company shall give reasonable prior notice to each Regulated Holder, if such additional actionsRegulated Holder does not otherwise receive notice thereof hereunder, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement repurchase or other relevant agreementsredemption of Stock, or other actions shall not have an adverse impact on corporate transaction, that would increase such Regulated Holder's percentage ownership of the Company Stock or any other Member. If a Class A Member is, or elects to transfer Securities class thereof. (ii) For purposes of the Company in order to avoid a Regulatory Problem tothis Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or any Regulated Holder, the Company and each of the Members agree at the request Holder believes that there is a substantial risk of such Class A Member assertion) that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order is not entitled to assist such Regulated Holder in complying hold, or exercise any significant right with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s requestrespect to, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveStock.

Regulatory Compliance Cooperation. In the event that (a) If a Class A Member reasonably Regulated Holder determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member Corporation agrees to take all such actions as are reasonably requested by such Class A Member in order Regulated Holder (Ix) to effectuate and facilitate any transfer by such Class A Member Regulated Holder of any Securities in securities of the Company Corporation then held by such Class A Member Regulated Holder to any Person person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder, (IIy) to permit such Class A Member Regulated Holder (or any Affiliate of its respective Affiliatessuch Regulated Holder) to exchange all or any portion of the voting Securities securities of the Corporation then held by such Person person on a share-for-share basis for shares of a class of non-voting Securities nonvoting securities of the CompanyCorporation, which non-voting Securities nonvoting securities of the Corporation shall be identical in all respects respect to such voting Securitiessecurities, except that such new Securities securities shall be non-voting nonvoting and shall be convertible into voting securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Regulated Holder in light of regulatory considerations then prevailing, and (IIIz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out Corporation provided for in the Certificate of Incorporation of the Corporation and this Agreement and with respect to such Class A Member’s Regulated Holder's ownership of the Corporation's voting Securities before the transfers and amendments referred to above securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by such Class A Member Regulated Holder to permit any Person(s) persons designated by such Class A Member Regulated Holder to exercise any voting power which is relinquished by such Class A Member Regulated Holder upon any exchange of voting Securities securities for nonvoting Securities securities of the Company)Corporation; and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement Agreement, the Certificate of Incorporation and other relevant agreements the By-laws of the Corporation and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Regulated Holder in order to effectuate the intent of the foregoing; provided. As used herein, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a "Regulated Holder" means any Investor that is (i) a "small business investment corporation" licensed by the United States Small Business Administration under the Small Business Investment Act of 1958, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(vas amended, (ii) shall be applicable a Regulation Y Holder (as defined below), and/or (iii) subject to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws any similar, related or successor laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offerregulating banks, pro rata offer or otherwise)bank holding companies, small business investment companies and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboverespective subsidiaries.

Regulatory Compliance Cooperation. (a) In the event that the Board of Directors shall determine in good faith, based upon, among other factors, the written advice of a Class A Member reasonably determines nationally recognized law firm with recognized competence in bank regulatory matters, that it the Company has a Regulatory Problem, then the Company shall so notify DB in writing, specifying the basis for such Regulatory Problem and including the Managing Member agree at the sole cost and expense written advice of such Class A Member law firm. The Parties shall forthwith consult and cooperate fully with each other to take make all such actions as are reasonably requested by such Class A Member in order reasonable efforts (Iincluding entering into additional agreements or adopting amendments to this Agreement) to effectuate obtain from the relevant authorities any consent, approval or forbearance from proceedings with respect thereto that may be reasonably necessary to avoid such Regulatory Problem or any order adverse to the Company from being issued or to otherwise cure the event or circumstances underlying the Regulatory Problem. (b) If, notwithstanding such consultation and facilitate any transfer action by the Parties, the Board of Directors determines in good faith that such Class A Member Regulatory Problem remains unresolved, DB shall take such action, other than the sale or other disposition of the Investment Shares, as the Company may reasonably request by written notice to DB (which notice shall specify the basis on which the Company has determined that such Regulatory Problem remains unresolved), including without limitation the exchange of all or a portion of any Securities in the Company voting security then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied with, (II) to permit such Class A Member DB (or any of its respective Affiliates) to exchange all or any portion of ), as mutually agreed by the voting Securities then held by such Person Company and DB, on a shareone-for-share one basis for shares of a class of non-voting Securities security of or other non-voting economic interest in the Company, which non-voting Securities security or other non-voting economic interest shall be identical in all respects to such the voting Securitiessecurity exchanged therefor, except that such new Securities it shall be non-voting and shall be convertible into a voting security or other voting economic interest on such terms as are requested determined by such Class A Member into voting Securities and reasonably acceptable to the Company Parties in light of regulatory considerations then prevailing. (c) If, and notwithstanding such further action, (IIIi) an order is issued by the Relevant Governmental Entity, not subject to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested further internal review by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power Relevant Governmental Entity, under which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member of its Subsidiaries is or will be required to discontinue or divest any portion of its business or refrain from taking any contemplated business opportunity closely related to its then actual business, which portion of its business or business opportunity is, in the good faith judgment of the Board of Directors, material to the Company and its Subsidiaries taken as a whole; or elects to transfer Securities (ii) the Board of Directors is advised in writing by a nationally recognized law firm with recognized competence in bank regulatory matters that the directors or officers of the Company are or will be subject to materially increased liability in order to avoid a Regulatory Problem to, a Regulated Holder, connection with the Company and each performance of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any their duties for or on behalf of the Company’s Securities from the Company , then DB shall (and shall cause its Affiliates to) sell, transfer, assign or otherwise dispose of an amount of Investment Shares (or any other Person securities received in exchange therefor pursuant to subsection (b) above) sufficient to resolve the Regulatory Problem as promptly as may be reasonably practicable, taking account of any restrictions on any such disposition required under applicable Law, including without limitation Article 9 of the result of a preemptive offer, pro rata offer or otherwise), Uniform Commercial Code and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s requestthe Securities Act, the Company, at Exchange Act and the sole cost rules and expense regulations promulgated thereunder. (d) The Parties agree that (i) they will keep each other fully informed of such Class A Member, all communications they or any of their Affiliates receive from any Relevant Governmental Entity regarding the Investment Shares; and (ii) each Party will offer to sell to such Class A Member non-voting Securities (orallow the other Party, if the Company is not other Party so requests, to participate actively in (A) any dealings, submissions or communications they may have with any such regulatory authority regarding the proposed sellersame; and (B) any proceedings affecting the same. In particular, the Parties agree that they will arrange for cooperate fully with each other in making reasonable efforts to prevent any divestiture proceedings relating to the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveInvestment Shares.

Regulatory Compliance Cooperation. In If and to the event that a Class A Member reasonably extent (x) the SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below) and (y) pursuant to the provisions of Section 3.1 and Section 4, the Company shares of Common Stock of the SBIC Holder have not been fully subscribed for within 45 days after the date the SBIC Holder notifies the Corporation of the occurrence of a Regulatory Problem and the Managing Member agree at the sole cost and expense related closing of such Class A Member subscriptions have not occurred within 90 days following the SBIC Holder's notice to the Corporation, the SBIC Holder shall have the right to transfer without regard to any restriction on transfer set forth in this Agreement (other than the securities laws restrictions set forth in Section 7 and the requirement that the transferee agrees to become a party to this Agreement) any of its shares of Common Stock that either (I) remain unsubscribed for following the 45 day period described above or (II) remain unpurchased following the expiration of the 90 day period described above. If the SBIC Holder determines that it has a Regulatory Problem (as defined below), the SBIC Holder shall have the right to transfer without regard to any restriction on transfer set forth in this Agreement (other than the securities laws restrictions set forth in Section 7 and the requirement that the transferee become a party to this Agreement) those shares of Common Stock of the SBIC shareholder that, following the application of Section 3.1 and Section 4, have either been unsubscribed for before 45 days after the SBIC Holder notifies the Corporation of the occurrence of the Regulatory Problem or have not been purchased within 90 days following such notice from the SBIC Holder to the Corporation. The Corporation shall take all such actions as are reasonably requested by such Class A Member the SBIC Holder in order to (Ia) to effectuate and facilitate any transfer by such Class A Member of any Securities in the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe SBIC Holder, (IIb) to permit such Class A Member the SBIC Holder (or any of its respective Affiliatesaffiliates) to exchange all or any portion of the any voting Securities security then held by such Person it on a share-for-share basis for of shares of a class of non-voting Securities nonvoting security of the CompanyCorporation, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company Corporation arising out of such Class A Member’s the SBIC's ownership of voting Securities securities and/or provided in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member the SBIC Holder to permit any Person(s) designated by such Class A Member the SBIC Holder reasonably acceptable to the Corporation to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(d) amend this Agreement, the Company shall enter into such additional agreementsCertificate of Incorporation, adopt such amendments the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their shares of Common Stock in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC --------------------------------- Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders' Agreement and without -------------- complying with the provisions of Section 4.3 of the Stockholders' Agreement, but ----------- subject to the other provisions of the Stockholders' Agreement and all applicable Laws, including without limitation federal and state securities Law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ia) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIb) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders' Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(d) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member reasonably any CVC Investor determines that it has a Regulatory Problem, the Company and the Managing Member agree agrees to take, at the sole such CVC Investor's cost and expense of such Class A Member to take expense, all such actions as are reasonably requested by such Class A Member CVC Investor in order (Ii) to effectuate and facilitate any transfer by such Class A Member of any Securities in securities of the Company then held by such Class A Member CVC Investor and by any other CVC Investor required to transfer securities of the Company as a result thereof (all such affected CVC Investors being referred to herein collectively as the "Affected CVC Investors"), to any Affiliate of CVC or other Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe Affected CVC Investors and reasonably acceptable to the WCAS Investors and the Vestar Investors, (IIii) to permit such Class A Member each Affected CVC Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities securities then held by such Person Affected CVC Investor on a shareone-for-share one basis for shares interests of a class of non-voting Securities securities of the Company, which non-voting Securities securities shall be identical in all respects to such voting Securitiessecurities, except that such new Securities securities shall be non-voting and shall be convertible on a one-to-one basis into voting securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Affected CVC Investor in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of each such Class A Member’s Affected CVC Investor's ownership of voting Securities securities or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Affected CVC Investor to permit any Person(s) Affiliate designated by such Class A Member it to exercise any voting power which is relinquished by any such Class A Member Affected CVC Investor upon any exchange of voting Securities securities for nonvoting Securities non-voting securities of the Company); . If any Affected CVC Investor elects to transfer securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem and at the sole cost and expense of such Class A Memberis in compliance with this Section 7.1(d), the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to with such Regulated Holder as such Regulated Holder may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws and regulations to which it is subject. ; provided, however, that such agreements shall not adversely affect the rights of any other holders of Interests. (ii) In the event a Class A Member any CVC Investor has the right to acquire any of the Company’s Securities 's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer pursuant to Section 6.4 or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s CVC Investor's request, the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for CVC Investor non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member CVC Investor acquired the Securities securities so offered and immediately requested their exchange for equivalent non-voting Securities as provided securities pursuant to paragraph (i) above.

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1 (c) of the Stockholders Agreement and without complying with the provisions of Section 4.3 of the Stockholders Agreement, but subject to the other provisions of the Stockholders Agreement and federal and state securities law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(iv) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. In the event (a) If CVCA (or any Permitted Transferee of CVCA that is a Class A Member reasonably Regulated Holder) determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense other holders of such Class A Member Company Securities shall use commercially reasonable efforts to (i) take all such actions to avoid or cure such Regulatory Problem as are reasonably requested by CVCA (or such Class A Member other Regulated Holder) in order (IA) to effectuate and facilitate any transfer Transfer by CVCA (or such Class A Member other Regulated Holder) of any Company Securities in the Company then held by CVCA (or such Class A Member Regulated Holder) to any Person designated by CVCA (or such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder), (IIB) to permit such Class A Member CVCA (or such Regulated Holder or any Affiliate of its respective Affiliatessuch Regulated Holder) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis its shares of Class A Common Stock for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailingB Common Stock, and (IIIC) to preserve and continue and preserve the respective allocation of the voting interests and powers with respect to the Company arising out of CVCA's (or such Class A Member’s Regulated Holder's) ownership of voting Securities shares of Class B Common Stock and as provided in this Agreement before the transfers Transfers and amendments exchanges referred to above (including entering into such additional agreements as are reasonably requested by CVCA (or such Regulated Holder) to permit a Person designated by CVCA (or such Regulated Holder) to exercise the voting rights relinquished by CVCA (or such Regulated Holder) upon the exchange of shares of Class A Member to permit any Person(sCommon Stock for shares of Class B Common Stock), and (ii) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement Agreement, the Company's Certificate of Incorporation and the Company's bylaws and other relevant agreements and take such additional actions, in each case as are reasonably requested by CVCA (or such Class A Member Regulated Holder), in order to effectuate the purpose and intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company . (b) If CVCA (or any other Member. If Permitted Transferee of CVCA that is a Class A Member is, or Regulated Holder) elects to transfer Transfer any of its Company Securities of the Company to an Affiliate which is a Regulated Holder in order to avoid or cure a Regulatory Problem to, a Regulated HolderProblem, the Company and each the other holders of the Members agree at the request of Company Securities shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such other Regulated Holder and its Affiliates as it may reasonably request in order to assist such Regulated Holder and its Affiliates in complying with Applicable Laws and regulations all applicable regulatory laws. Such agreements may include restrictions on the conversion, redemption, repurchase or retirement of the Company Securities that would result or be reasonably expected to which result in such Regulated Holder or its Affiliates holding more voting securities or total equity than it is subject. In the event permitted to hold under such applicable regulatory laws. (c) If CVCA (or any Permitted Transferee of CVCA that is a Class A Member Regulated Holder) has the right or opportunity to acquire any shares of Class A Common Stock (or other voting securities of the Company’s Securities from the Company or any other Person (), as the result of a preemptive offer, pro pro-rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense request of CVCA (or such Class A Member, Regulated Holder) the Company will use commercially reasonable efforts to offer to sell to such Class A Member non-voting Securities (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting securities for seller and CVCA (or such Regulated Holder) to permit such seller to sell) such Class B Common Stock (or other non-voting securities immediately prior to or simultaneous with such saleof the Company) on the same terms as would have existed had CVCA (or such Regulated Holder) acquired the shares of Class A Member acquired Common Stock (or other voting securities of the Securities Company so offered offered) and immediately requested their exchange for shares of Class B Common Stock (or other non-voting securities) pursuant to Section 6.4(a). (d) In the event that any Subsidiary of the Company ever offers to sell any of its securities (other than to the Company or any of its other Subsidiaries), then the Company will cause such Subsidiary to enter into agreements with CVCA (or any Permitted Transferee of CVCA that is a Regulated Holder) substantially similar to those set forth in this Agreement. (e) Each holder of Company Securities as agrees to use commercially reasonable efforts to cooperate with the Company in complying with this Section 6.4, including voting to approve amending this Agreement, the Company's Certificate of Incorporation, or the Company's bylaws in a manner reasonably requested by CVCA (or any Permitted Transferee of CVCA that is a Regulated Holder). (f) The Company and each holder of Company Securities agrees not to amend or waive the voting or other provisions of this Agreement, the Company's Certificate of Incorporation or the Company's bylaws if such amendment or waiver would cause CVCA (or any Permitted Transferee of CVCA that is a Regulated Holder) to have a Regulatory Problem, provided abovethat CVCA (or any such Regulated Holder) notifies the Company that it would have a Regulatory Problem promptly after it has notice of such proposed amendment or waiver. (g) CVCA (and each Permitted Transferee of CVCA that is a Regulated Holder) agrees that in the event CVCA (or any such Regulated Holder) takes action to effectuate a Transfer pursuant to this Section 6.4 to cure a Regulatory Problem, to the extent laws and regulations then applicable to CVCA (or any such Regulated Holder) so permit, CVCA (or such Regulated Holder) shall use commercially reasonable efforts (i) to comply with all of the provisions of Section 2.2 of this Agreement (except that CVCA (or such Regulated Holder) shall not be required to extend to any other Purchaser, and no other Purchaser shall be entitled to exercise, any Go-Along Right in connection with such Transfer by CVCA (or such Regulated Holder)), or (ii) to designate a transferee reasonably acceptable to the Company and the other Purchasers.

Regulatory Compliance Cooperation. (a) In the event that a Class A Member reasonably the Investor determines that it has a Regulatory ProblemProblem (as defined below), the Company Investor shall have the right to transfer its Preferred Stock and Warrant (or any Common Stock into which such Preferred Stock or Warrant may be converted) (together, the "SBIC-Held Stock") without regard to any restrictions on transfer set forth in this Agreement or the Shareholders Agreement other than the securities law restrictions set forth in Section 4 hereof (provided that the transferee agrees to become a party to this Agreement and the Managing Member agree at Shareholders Agreement), and the sole cost and expense of such Class A Member to Company shall take all such actions as are reasonably requested by such Class A Member the Investor in order to (IA) to effectuate and facilitate any transfer by such Class A Member the Investor of any Securities in of the Company then held by such Class A Member the Investor to any Person person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe Investor, (IIB) to permit such Class A Member the Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities SBIC-Held Stock then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting preferred stock or common stock, respectively of the Company, which non-voting Securities nonvoting preferred stock or common stock shall be identical in all respects to such voting SecuritiesPreferred Stock or Common Stock, respectively, except that any such new Securities preferred stock shall be non-voting nonvoting and shall be convertible into such nonvoting common stock or Common Stock on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Investor in light of regulatory considerations then prevailing, and any such common stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by the Investor in light of regulatory considerations then prevailing, (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the Investor's ownership of voting Securities securities and/or provided for in the Shareholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member the Investor) to permit any Person(sperson(s) designated by such Class A Member the Investor to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); Investor, and at the sole cost and expense of such Class A Member(D) amend this Agreement, the Company shall enter into such additional agreements, adopt such amendments Certificate of Incorporation and other related agreements to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their securities in favor of such amendments and other relevant agreements actions. (b) For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or the Investor believes that there is a substantial risk of such assertion) that the Investor and take such additional actions, in each case as its Affiliates are reasonably requested by such Class A Member in order not entitled to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on the Company or exercise any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem significant right with respect to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveor the Common Stock.

Regulatory Compliance Cooperation. In the event that a Class A Member reasonably either Bank of America Ventures or BancBoston Ventures determines that it has a Regulatory ProblemProblem (as defined below), it shall have the right to transfer its Registrable Securities without regard to any restrictions on transfer set forth in this Agreement, the Company Note and Warrant Purchase Agreement, the Managing Member agree at Voting Agreement, or the sole cost Third Amended and expense Restated Stock Restriction Agreement dated as of such Class A Member the date hereof and in effect from time to time (the "Stock Restriction Agreement") and Acusphere shall take all such actions as are reasonably requested by such Class A Member Bank of America Ventures or BancBoston Ventures, as applicable, in order to (Ii) to effectuate and facilitate any transfer by such Class A Member it of any Securities in the Company securities of Acusphere then held by such Class A Member it to any Person person designated by such Class A MemberBank of America Ventures or BancBoston Ventures, as applicable; provided, provided that Section 9.1(b)(iii) shall such person is reasonably acceptable to Acusphere and agrees in writing to be complied withbound by this Agreement, the Note and Warrant Purchase Agreement, the Voting Agreement, and the Stock Restriction Agreement, (IIii) to permit such Class A Member Bank of America Ventures or BancBoston Ventures (or any of its respective Affiliates) their affiliates), as applicable, to exchange all or any portion of the any voting Securities security of Acusphere then held by such Person it on a share-for-share basis for shares of a class nonvoting security of non-voting Securities of the CompanyAcusphere, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company it in light of regulatory considerations then prevailing, prevailing and (IIIiii) amend this Agreement, as amended from time to continue time, to effectuate and preserve reflect the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem agree to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided above.

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC --------------------------------- Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders Agreement and without complying with the provisions of Section 4.3 of the Stockholders Agreement, but subject to the other provisions of the Stockholders Agreement and federal and state securities law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(iv) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. In Notwithstanding any other provision of this Agreement, in the event that the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock, so as to increase the proportion of the Company's Voting Stock which the Warrants entitle the holders to purchase or which the holders of Issued Warrant Shares then owns which, after giving effect to such action, the holder would have a Class A Member "Regulatory Problem" (as defined below) or (ii) the Company is or becomes a party to any merger, consolidation, recapitalization or other transaction pursuant to which the holder of a Warrant or a holder of Issued Warrant Shares would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably determines that it has be expected to cause such holder to have a Regulatory Problem, the Company shall, within thirty (30) days of the request of any holder of a Warrant or Issued Warrant Shares which has a Regulatory Problem and in the Managing Member agree at Company's discretion, either issue to such holder a substitute security of a Fair Value equal to the Fair Value of the Warrant or the Issued Warrant Shares, as the case may be, of a type determined in the sole cost and expense of such Class A Member to take all such actions as are reasonably requested by such Class A Member in order (I) to effectuate and facilitate any transfer by such Class A Member of any Securities in the Company then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied with, (II) to permit such Class A Member (or any of its respective Affiliates) to exchange all or any portion reasonable discretion of the voting Securities then held by such Person on a share-for-share basis for shares board of a class of non-voting Securities directors of the Company, which non-voting Securities or (ii) pay to such holder cash equal to the Fair Value of the Warrant or the Issued Warrant Shares, as the case may be. In addition to any other applicable provisions regarding the determination of Fair Value set forth herein, no discount shall be identical in all respects to such voting Securities, except that such new Securities imposed by reason of the Regulatory Problem and Fair Value shall be non-voting and shall determined assuming consummation of the event which caused the Regulatory Problem. For purposes of this paragraph, a Person will be convertible deemed to have a "Regulatory Problem" when such Person or such Person's affiliates would own, control or have power, directly or indirectly, over a greater quantity of securities of any kind issued by the Company than is permitted under any requirement of any governmental authority binding on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided abovePerson.

Regulatory Compliance Cooperation. In the event that (a) If a Class A Member reasonably Regulated Holder (as defined below) determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member to other Stockholders will (i) take all such actions to avoid or cure such Regulatory Problem as are reasonably requested by such Class A Member Regulated Holder in order (IA) to effectuate and facilitate any transfer a Transfer by such Class A Member Regulated Holder of any Securities in securities of the Company then held by such Class A Member Regulated Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder, (IIB) to permit such Class A Member Regulated Holder (or any Affiliate of its respective Affiliatessuch Regulated Holder) to exchange all or any portion of the voting Voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting nonvoting Securities of the Company, which non-voting nonvoting Securities shall be identical in all respects to such voting Voting Securities, except that such new nonvoting Securities shall be non-voting nonvoting and shall be convertible into Voting Securities of the Company on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Regulated Holder in light of regulatory considerations then prevailing, and (IIIC) to preserve and continue and preserve the respective allocation of the voting interests and powers with respect to the Company arising out of such Class A Member’s Regulated Holder's ownership of voting Voting Securities of the Company and as provided in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Regulated Holder to permit any Person(s) a Person designated by such Class A Member Regulated Holder to exercise any voting power which is relinquished by such Class A Member Regulated Holder upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Voting Securities of the Company in order to avoid a Regulatory Problem to, for nonvoting 11 (b) If a Regulated Holder, Holder elects to transfer securities of the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such another Regulated Holder in order to avoid or cure a Regulatory Problem, the Company and the other Stockholders shall enter into such agreements with such other Regulated Holder and its Affiliates as it may reasonably request in order to assist such other Regulated Holder and its Affiliates in complying with all Applicable Laws. Such agreements may include restrictions on the conversion, redemption, repurchase or retirement of securities of the Company that would result or be reasonably expected to result in such Regulated Holder or its Affiliates holding more Voting Securities or total equity interests in complying with Applicable Laws and regulations to which the Company than it is subject. In the event permitted to hold under such Applicable Laws. (c) If a Class A Member Regulated Holder has the right or opportunity to acquire any of the Company’s Securities from the Company 's or any other Person its Subsidiaries' securities (as the result of a preemptive offer, pro pro-rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, Regulated Holder's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member non-voting Securities (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting securities for seller and such Regulated Holder to permit such seller to sell) such non-voting securities immediately prior to or simultaneous with such sale) Securities on the same terms as would have existed had such Class A Member Regulated Holder acquired the Securities securities so offered and immediately requested their exchange for non-voting Securities as provided abovesecurities pursuant to Section 6.4(a). (d) Each Stockholder agrees to cooperate with the Company in complying with this Section 6.4, including voting to approve amending the Charter Documents or this Agreement in a manner reasonably requested by the Regulated Holder requesting such amendment. (e) The Company and each Stockholder agree not to amend or waive the voting or other provisions of the Company's certificate or articles of incorporation or by-laws, or other constitutive and governing instruments and documents, or this Agreement if in any such case such amendment or waiver would cause any Regulated Holder to have a Regulatory Problem and such Regulated Holder has so notified the Company that it would have a Regulatory Problem promptly after it has notice of such proposed amendment or wavier. (f) In this Agreement, the following capitalized terms have the meanings given to them below:

Regulatory Compliance Cooperation. (a) In the event that a Class A Member reasonably the SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member the SBIC Holder in order to (Ia) to effectuate and facilitate any transfer by such Class A Member the SBIC Holder of any Securities in securities of the Company then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe SBIC Holder, (IIb) to permit such Class A Member the SBIC Holder (or any Affiliate of its respective Affiliatesthe SBIC Holder) to exchange all or any portion of the voting Securities Series B Preferred Stock then held by such Person the SBIC Holder on a share-for-share basis for shares of a class of non-voting Securities common stock of the Company, which non-voting Securities common stock shall be identical in all respects to such voting SecuritiesSeries B Preferred Stock, except that such new Securities common stock shall be non-voting and shall be convertible into Common Stock on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s provided for in the Amended Articles with respect to the SBIC Holder's ownership of voting Securities before the transfers Company's Series B Preferred Stock and amendments referred underlying Common Stock, and (d) amend this Agreement, the Amended Articles and other related agreements to above effectuate and reflect the foregoing. Such actions may include, but shall not necessarily be limited to: (including i) entering into such additional agreements as are reasonably requested by such Class A Member the SBIC Holder to permit any Person(sperson(s) and/or entities designated by such Class A Member the SBIC Holder to exercise any voting power which is relinquished by such Class A Member the SBIC Holder upon any exchange of Common Stock for non-voting Securities for nonvoting Securities stock of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter and (ii) entering into such additional agreements, adopt adopting such amendments to this Agreement the Amended Articles and other relevant agreements Bylaws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member the SBIC Holder in order to effectuate the intent of the foregoing; provided. (a) For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or the SBIC Holder believes that any there is a substantial risk of such additional agreements, amendments assertion) that the SBIC Holder and its Affiliates are not entitled to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on the Company or exercise any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem significant right with respect to, a Regulated Holder, the Company and each of Series B Preferred Stock or the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveCommon Stock.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member reasonably any SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below), such SBIC Holder shall have the right to transfer its Series B Preferred Stock without regard to any restrictions on transfer set forth in this Agreement or the Stockholders Agreement other than the securities law restrictions set forth in Section 5 hereof (provided that the transferee agrees to become a party to this Agreement), and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ia) to effectuate and facilitate any transfer by such Class A Member SBIC Holder of any Securities in securities of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withSBIC Holder, (IIb) to permit such Class A Member SBIC Holder (or any of its respective AffiliatesAffiliate) to exchange all or any portion of the voting Securities Common Stock then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting common stock of the Company, which non-voting Securities nonvoting common stock shall be identical in all respects to such voting SecuritiesCommon Stock, except that such new Securities common stock shall be non-voting nonvoting and shall be convertible into Common Stock on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC's ownership of voting Securities securities and/or provided for in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(d) amend this Agreement, the Company shall enter into such additional agreementsCertificate of Incorporation, adopt such amendments the Charter Amendment and other related agreements to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their securities in favor of such amendments and other relevant agreements actions. (ii) For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or any SBIC Holder believes that there is a substantial risk of such assertion) that such SBIC Holder and take such additional actions, in each case as its Affiliates are reasonably requested by such Class A Member in order not entitled to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on the Company or exercise any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem significant right with respect to, a Regulated Holder, the Company and each of Series B Preferred Stock or the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveUnderlying Common Stock.

Regulatory Compliance Cooperation. In the event that a Class A Member reasonably determines that it has a Regulatory Problem, Before the Company and the Managing Member agree at the sole cost and expense of such Class A Member to take all such actions as are reasonably requested by such Class A Member in order (I) to effectuate and facilitate redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any transfer by such Class A Member of any Securities in the Company then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied with, (II) to permit such Class A Member (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests action with respect to the Company arising out voting rights of, any shares of such Class A Member’s ownership any class of voting Securities before the transfers and amendments referred to above (including entering its capital stock or any securities convertible into such additional agreements as are reasonably requested by such Class A Member to permit or exchangeable for any Person(s) designated by such Class A Member to exercise shares of any voting power which is relinquished by such Class A Member upon any exchange class of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Memberits capital stock, the Company shall enter into give written notice of such additional agreementspending action to any Purchaser that is a bank holding company (a "BHC Purchaser"). Upon the written request of any ------------- BHC Purchaser made within 10 days after its receipt of any such notice stating that after giving effect to such action such BHC Purchaser would have a Regulatory Problem (as defined below), adopt the Company shall defer taking such amendments action for such period (not to this Agreement extend beyond 45 days (or 10 days in the case of the following proviso) after such BHC Purchaser's receipt of the Company's original notice) as such BHC Purchaser requests to permit it and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member its Affiliates to reduce the quantity of the Company's securities they own in order to effectuate avoid the intent of the foregoingRegulatory Problem; provided, however, that if such BHC Purchaser would have a Regulatory Problem as a result of the conversion of Series D Preferred Stock into Class A Common Stock by another Purchaser, such BHC Purchaser shall be required to convert a sufficient number of shares of Series D Preferred Stock into shares of Series D-1 Preferred Stock so that the BHC Purchaser can avoid the Regulatory Problem within 10 days of receipt of the Company's original notice. In addition, the Company shall not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which any BHC Purchaser would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause such additional agreementsBHC Purchaser to have a Regulatory Problem. The Company shall grant to any subsequent holder of the Underlying Class A Common Stock owned by a BHC Purchaser, amendments upon such holder's request, the same rights granted to the BHC Purchasers pursuant to this Agreement Section 3K. For purposes of this Section 3K, a ---------- ---------- Person shall be deemed to have a "Regulatory Problem" when such Person and such ------------------ Person's Affiliates would own, control or other relevant agreements, or other actions shall not have an adverse impact on power over a greater quantity of securities of any kind issued by the Company or any other Member. If a Class A Member is, or elects to transfer Securities of entity than are permitted under the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person BHCA (as defined below) and the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveregulations promulgated thereunder.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member an Investor reasonably determines and notifies the Company that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to use all commercially reasonable efforts to take all such actions as are reasonably requested by such Class A Member Investor in order (IA) to effectuate and facilitate any transfer by such Class A Member the Investor of any Securities in of the Company then held by such Class A Member Investor to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withInvestor, (IIB) to permit such Class A Member the Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting to the extent permitted by law and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the Investor's ownership of voting Securities before the transfers and amendments referred to above but only to the extent that the Investor enters into any agreement reasonably requested by the Company to ensure that the Company will not be put in a materially worse position as a result of any of the foregoing requested actions than it would have been without such change occurring. Such actions may include, without limitation: (including x) entering into such additional agreements as are reasonably requested by such Class A Member Investor to permit any Person(s) designated by such Class A Member Investor to exercise any voting power which is relinquished by such Class A Member Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, seeking to adopt such amendments to this Agreement Compliance Sideletter, the Company's Amended and other relevant agreements Restated Articles of Incorporation (the "Charter") and take the Company's Amended and Restated Bylaws (the "Bylaws") and taking such additional actions, in each case actions as are reasonably requested by such Class A Member Investor in order to effectuate the intent of the foregoing; provided, however, that, without limiting the generality of which actions are not deemed to be reasonably requested, such actions may not change in a manner that is materially adverse to any such additional Investor or the Company, any of the agreements, amendments to this rights or obligations of the parties reflected herein or in the Charter, Bylaws or Shareholders Agreement or other relevant agreements, or other actions and shall not have an adverse impact on result in material liability to the Company or any other Memberofficer or director thereof, nor require the Company to breach any law, contract, agreement, permit or regulation nor accelerate or change any obligation of the Company. If a Class A Member isSubject to the foregoing, or if an Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder shall enter into such mutually acceptable agreements as such Regulated Holder may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting Securities or total Securities (equity and debt) than it is permitted to hold under such laws and regulations. (ii) In the event a Class A Member an Investor has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member the Investor reasonably determines that it has a Regulatory Problem, at such Class A Member’s the Investor's request, the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided above.use commercially reasonable efforts

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC --------------------------------- Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders' Agreement and without ------------- complying with the provisions of Section 4.3 of the Stockholders' Agreement, but ----------- subject to the other provisions of the Stockholders' Agreement and all applicable Laws, including without limitation federal and state securities Law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ia) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIb) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders' Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(d) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. In the event that (a) If a Class A Member reasonably Regulated Holder (as defined below) determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member to other Stockholders will (i) take all such actions to avoid or cure such Regulatory Problem as are reasonably requested by such Class A Member Regulated Holder in order (IA) to effectuate and facilitate any transfer a Transfer by such Class A Member Regulated Holder of any Securities in securities of the Company then held by such Class A Member Regulated Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder, (IIB) to permit such Class A Member Regulated Holder (or any Affiliate of its respective Affiliatessuch Regulated Holder) to exchange all or any portion of the voting Voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting nonvoting Securities of the Company, which non-voting nonvoting Securities shall be identical in all respects to such voting Voting Securities, except that such new nonvoting Securities shall be non-voting nonvoting and shall be convertible into Voting Securities of the Company on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Regulated Holder in light of regulatory considerations then prevailing, and (IIIC) to preserve and continue and preserve the respective allocation of the voting interests and powers with respect to the Company arising out of such Class A Member’s Regulated Holder's ownership of voting Voting Securities of the Company and as provided in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Regulated Holder to permit any Person(s) a Person designated by such Class A Member Regulated Holder to exercise any voting power which is relinquished by such Class A Member Regulated Holder upon any exchange of voting Voting Securities of the Company for nonvoting Securities securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided above.and

Regulatory Compliance Cooperation. (i) In the event that a Class A Member reasonably an SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below), the Company SBIC Holder shall have the right to transfer its Preferred Stock without regard to any restrictions on transfer set forth in this Agreement other than the securities law restrictions set forth in Section 5 hereof (provided that the transferee agrees to become a party to this Agreement), and the Managing Member agree at the sole cost and expense of such Class A Member to Company shall take all such actions as are reasonably requested by such Class A Member the SBIC Holder in order to (Ia) to effectuate and facilitate any transfer by such Class A Member the SBIC Holder of any Securities in securities of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withSBIC Holder, (IIb) to permit such Class A Member SBIC Holder (or any Affiliate of its respective Affiliatessuch SBIC Holder) to exchange all or any portion of the voting Securities Common Stock then held by such Person SBIC Holder on a share-for-share basis for shares of a class of non-voting Securities nonvoting common stock of the Company, which non-voting Securities nonvoting common stock shall be identical in all respects to such voting SecuritiesCommon Stock, except that such new Securities common stock shall be non-voting nonvoting and shall be convertible into Common Stock on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIId) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to amend this Agreement and other relevant related agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of and reflect the foregoing; provided. (ii) For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or the SBIC Holder believes that any there is a substantial risk of such additional agreements, amendments assertion) that the SBIC Holder and its Affiliates are not entitled to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on the Company or exercise any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem significant right with respect to, a Regulated Holder, the Company and each of Preferred Stock or the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveCommon Stock.

Regulatory Compliance Cooperation. (a) In the event that a Class A Member any Purchaser reasonably determines that it has a Regulatory ProblemProblem (as defined below), such Purchaser shall have the right to transfer its Securities without regard to any restriction on transfer set forth in this Agreement or any Ancillary Agreement (provided that the transferee agrees to become a party to this Agreement and Ancillary Agreements and the transfer is in conformity with applicable law), and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member Purchaser in order to (Ia) to effectuate and facilitate any such transfer by such Class A Member Purchaser of any Securities in the Company then held by such Class A Member Purchaser to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPurchaser, (IIb) to permit such Class A Member Purchaser (or any of its respective Affiliatesaffiliates) to exchange all or any portion of the any voting Securities security then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting security of the Company, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are reasonably requested by such Class A Member into voting Securities and reasonably acceptable to the Company Purchaser in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of such Class A Member’s Purchaser's ownership of voting Securities securities and/or provided in the Stockholders' Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Purchaser to permit any Person(s) designated by such Class A Member Purchaser to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); Purchaser) and at the sole cost and expense of such Class A Member(d) amend this Agreement, the Company shall enter into such additional agreementsCertificate of Incorporation, adopt such amendments the Ancillary Agreements, the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their Securities in favor of such amendments and other relevant agreements and take actions. (b) For purposes of this Agreement, a "REGULATORY PROBLEM" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or a Purchaser reasonably believes that there is a substantial risk of such additional actions, in each case as are reasonably requested by assertion) that such Class A Member in order Purchaser is not entitled to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on exercise any significant right with respect to the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveSecurities.

Regulatory Compliance Cooperation. In the event that (i) If a Class A Member reasonably Stockholder determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member in order Stockholder (Ix) to effectuate and facilitate any transfer by such Class A Member Stockholder of any Securities in (as defined below) of the Company then held by such Class A Member Stockholder to any Person person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withStockholder, (IIy) to permit such Class A Member Stockholder (or any Affiliate of its respective Affiliatessuch Stockholder) to exchange all or any portion of the voting Securities then held by such Person person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Purchaser in light of regulatory considerations then prevailing, and (IIIz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of provided for in this Agreement and with respect to such Class A Member’s Stockholder's ownership of the Company's voting Securities before the transfers and amendments referred to above Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by such Class A Member Stockholder to permit any Person(s) designated by such Class A Member Stockholder to exercise any voting power which is relinquished by such Class A Member Stockholder upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); Company and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement the Certificate of Incorporation and other relevant agreements by-laws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Stockholder in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments . Each Stockholder agrees to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of cooperate with the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of complying with this Section 9.1(b)(v11(a), including, without limitation, voting to approve amending the Company's Certificate of Incorporation in a manner reasonably requested by the Stockholder requesting such amendment. (ii) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event If a Class A Member purchaser has the right or opportunity to acquire any of the Company’s 's Securities from the Company Company, any Stockholder or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, Stockholder's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member non-voting Securities (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting securities for seller and such Stockholder to permit such seller to sell) such non-voting securities immediately prior to or simultaneous with such sale) Securities on the same terms as would have existed had such Class A Member Stockholder acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to paragraph (i) above. (iii) Before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any Securities, the Company shall give written notice of such pending action to each Stockholder. Upon the written request of any Stockholder made within 10 days after its receipt of any such notice stating that after giving effect to such action such Stockholder would have a Voting Regulatory Problem, the Company shall defer taking such action for such period (not to extend beyond 30 days after such Stockholder's receipt of the Company's original notice) as such Stockholder requests to permit it and its Affiliates to reduce the quantity of the Company's Securities they own in order to avoid the Regulatory Problem. In addition, the Company shall not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which any Stockholder would be required to take any voting Securities, or any Securities convertible into, or exchangeable or exercisable for, voting Securities, which might reasonably be expected to cause such Purchaser to have a Voting Regulatory Problem. (iv) In the event that any subsidiary of the Company ever offers to sell any of its Securities, then the Company will cause such subsidiary to enter into agreements with each Stockholder substantially similar to this Section 11.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member reasonably SBIC Investor determines that it has a Regulatory ProblemProblem (as defined in clause (iv) below), the Company and the Managing Member each Investor agree at the sole cost and expense of such Class A Member to use commercially reasonable efforts to take all such actions as are reasonably requested by such Class A Member the SBIC Investor in order (IA) to effectuate and facilitate any transfer by such Class A Member the SBIC Investor of any Securities in Capital Stock of the Company then held by such Class A Member the SBIC Investor to any Person person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied with, the SBIC Investor (IIB) to permit such Class A Member the SBIC Investor (or any member of its respective AffiliatesGroup) to exchange all or any portion of the voting Securities Capital Stock of the Company then held by such Person person on a share-for-share basis for shares of a class of non-voting Securities Capital Stock of the Company, which non-voting Securities Capital Stock shall be identical in all respects to such voting SecuritiesCapital Stock, except that such new Securities Capital Stock shall be non-voting and shall be convertible into voting Capital Stock on such reasonable (and substantially equivalent terms to the Capital Stock now held) as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Investor in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company provided for in this Agreement and/or arising out of such Class A Member’s the SBIC Investor's ownership of the voting Securities before Capital Stock of the transfers and amendments referred Company. Any such transferee shall agree to above be bound by the terms of this Agreement. Such actions may include, but shall not necessarily be limited to: (including A) entering into such additional agreements as are reasonably requested by such Class A Member the SBIC Investor to permit any Person(sperson(s) designated by such Class A Member the SBIC Investor to exercise any voting power which is relinquished by such Class A Member the SBIC Investor upon any exchange of voting Securities Capital Stock for nonvoting Securities non-voting Capital Stock of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter and (B) entering into such additional agreements, adopt adopting such amendments to this Agreement the Certificate of Incorporation and other relevant agreements By-Laws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member the SBIC Investor in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or the SBIC Investor elects to transfer Securities Capital Stock of the Company to a Regulated Holder (as defined below) in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws, rules and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Capital Stock of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such regulations. (ii) In the event a Class A Member the SBIC Investor has the right to acquire any of the Company’s Securities from the Company or any other Person 's Capital Stock (as the result of a preemptive offer, pro rata offer Section 5 hereof or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, SBIC Investor's request the Company will offer to sell to such Class A Member the SBIC Investor non-voting Securities Capital Stock (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities Capital Stock for non-voting securities Capital Stock immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member the SBIC Investor acquired the Securities Capital Stock so offered and immediately requested their its exchange for non-voting Securities as provided Capital Stock pursuant to clause (i) above. (iii) In the event that any subsidiary of the Company ever offers to sell any of its Capital Stock to the SBIC Investor, then the Company will cause such subsidiary to enter into agreements with the SBIC Investor substantially similar to this subsection (b) and subsection (c) below. (iv) The Company shall grant to any subsequent holder of Capital Stock originally acquired by the SBIC Investor (a "SUBSEQUENT PURCHASER"), upon such person's request, the same rights granted to the SBIC Investor pursuant to this subsection (b) and subsection (c) below.

Regulatory Compliance Cooperation. In the event that (i) If a Class A Member reasonably Stockholder determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member in order Stockholder (Ix) to effectuate and facilitate any transfer by such Class A Member Stockholder of any Securities in (as defined below) of the Company then held by such Class A Member Stockholder to any Person person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withStockholder, (IIy) to permit such Class A Member Stockholder (or any Affiliate of its respective Affiliatessuch Stockholder) to exchange all or any portion of the voting Securities then held by such Person person on a share-for-share basis for shares of a class of non-voting nonvoting Securities of the Company, which non-voting nonvoting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting nonvoting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Purchaser in light of regulatory considerations then prevailing, and (IIIz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of provided for in this Stockholders' Agreement and with respect to such Class A Member’s Stockholder's ownership of the Company's voting Securities before the transfers and amendments referred to above Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by such Class A Member Stockholder to permit any Person(s) designated by such Class A Member Stockholder to exercise any voting power which is relinquished by such Class A Member Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company); Company and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement the Certificate of Incorporation and other relevant agreements bylaws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Stockholder in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments . Each Stockholder agrees to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of cooperate with the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of complying with this Section 9.1(b)(vll(a), including, without limitation, voting to approve amending the Company's Certificate of Incorporation in a manner reasonably requested by the Stockholder requesting such amendment. (ii) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event If a Class A Member purchaser has the right or opportunity to acquire any of the Company’s 's Securities from the Company Company, any Stockholder or any other Person person (as the result of a preemptive offer, pro pro-rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, Stockholder's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member non-voting Securities (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting securities for seller and such Stockholder to permit such seller to sell) such non-voting securities immediately prior to or simultaneous with such sale) Securities on the same terms as would have existed had such Class A Member Stockholder acquired the Securities so offered and immediately requested their exchange for non-voting nonvoting Securities as provided pursuant to paragraph (i) above. (iii) Before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any Securities, the Company shall give written notice of such pending action to each Stockholder. Upon the written request of any Stockholder made within 10 days after its receipt of any such notice stating that after giving effect to such action such Stockholder would have a Voting Regulatory Problem, the Company shall defer taking such action for such period (not to extend beyond 30 days after such Stockholder's receipt of the Company's original notice) as such Stockholder requests to permit it and its Affiliates to reduce the quantity of the Company's Securities they own in order to avoid the Regulatory Problem. In addition, the Company shall not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which any Stockholder would be required to take any voting Securities, or any Securities convertible into, or exchangeable or exercisable for, voting Securities, which might reasonably be expected to cause such Purchaser to have a Voting Regulatory Problem. (iv) In the event that any subsidiary of the Company ever offers to sell any of its Securities, then the Company will cause such subsidiary to enter into agreements with each Stockholder substantially similar to this Section 11.

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC --------------------------------- Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders' Agreement and without -------------- complying with the provisions of Section 4.3 of the Stockholders' Agreement, but ----------- subject to the other provisions of the Stockholders' Agreement and all applicable Laws, including without limitation federal and state securities Law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders' Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder) to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and at the sole cost and expense of such Class A Member(iv) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member the Investor reasonably determines and notifies the Company that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to use all commercially reasonable efforts to take all such actions as are reasonably requested by such Class A Member the Investor in order (IA) to effectuate and facilitate any transfer by such Class A Member the Investor of any Securities in of the Company then held by such Class A Member the Investor to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe Investor, (IIB) to permit such Class A Member the Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting to the extent permitted by law and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the Investor's ownership of voting Securities before the transfers and amendments referred to above but only to the extent that the Investor enters into any agreement reasonably requested by the Company to ensure that the Company will not be put in a materially worse position as a result of any of the foregoing requested actions than it would have been without such change occurring. Such actions may include, without limitation: (including x) entering into such additional agreements as are reasonably requested by such Class A Member the Investor to permit any Person(s) designated by such Class A Member the Investor to exercise any voting power which is relinquished by such Class A Member the Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, seeking to adopt such amendments to this Agreement Compliance Sideletter, the Company's Amended and other relevant agreements Restated Articles of Incorporation (the "Charter") and take the Company's Amended and Restated Bylaws (the "Bylaws") and taking such additional actions, in each case actions as are reasonably requested by such Class A Member the Investor in order to effectuate the intent of the foregoingforegoing and (z) using commercially reasonable efforts to cause shareholders of the Company holding a sufficient number of shares of voting stock to obtain required approvals to cooperate in all reasonable respects in complying with this Compliance Sideletter, including without limitation by such shareholders voting to approve amending the Charter and the Bylaws in order to remedy a Regulatory Problem (subject in all cases to compliance with applicable fiduciary duties of the Company's directors); provided, however, that, without limiting the generality of which actions are not deemed to be reasonably requested, such actions may not change in a manner that is materially adverse to any such additional Investor or the Company, any of the agreements, amendments to this rights or obligations of the parties reflected herein or in the Charter, Bylaws or Shareholders' Agreement or other relevant agreements, or other actions and shall not have an adverse impact on result in material liability to the Company or any other Memberofficer or director thereof, nor require the Company to breach any law, contract, agreement, permit or regulation nor accelerate or change any obligation of the Company. If a Class A Member isSubject to the foregoing, or if the Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder shall enter into such mutually acceptable agreements as such Regulated Holder may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting Securities or total Securities (equity and debt) than it is permitted to hold under such laws and regulations. (ii) In the event a Class A Member the Investor has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member the Investor reasonably determines that it has a Regulatory Problem, at such Class A Member’s the Investor's request, the Company, at the sole cost and expense of such Class A Member, Company will use commercially reasonable efforts to offer to sell to such Class A Member the Investor non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member the Investor acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to subsection (i) above. (iii) The Investor agrees to use commercially reasonable efforts to cooperate with the Company in complying with this Compliance Sideletter, including, without limitation, voting to approve amending this Compliance Sideletter, the Shareholders' Agreement, the Charter or Bylaws in a manner reasonably requested by the Investor requesting such amendment. (iv) In the event that any Subsidiary of the Company ever offers to issue any of its Securities to the Investor, then the Company will use commercially reasonable efforts to cause such Subsidiary to enter into agreements with the Investor substantially similar to this Section 2(a) and Section 2(b) below. (v) Any actions taken by the Company under this Compliance Sideletter shall be at the sole cost and expense of the Investor that has required that the Company assist it in connection with such Regulatory Problem. Such Investor agrees to indemnify and hold harmless the Company and its officers, directors, agents and employees to the fullest extent permitted by law from and against any and all losses, claims, damages, reasonable expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from or arising out of the actions (other than gross negligence or willful misconduct) taken by the Company under this Compliance Sideletter. (vi) The Investor represents to the Company that it does not, and as a result of its purchase of Securities (including the Warrant Shares or the Underlying Shares) contemplated by the Securities Purchase Agreement will not, as of the date hereof have a Regulatory Problem. 4 (vii) To the extent the Investor receives nonvoting securities that have voting rights under state law, the Investor must vote all of such nonvoting Securities in a manner which is proportional to the related voting Securities (for which such nonvoting Securities were obtained or exchanged) and otherwise take any action reasonably required by the Company so that the issuance of any nonvoting Securities does not result in an Investor having a veto or blocking right that it would not have had in the absence of such issuance of nonvoting Securities. (viii) The Company will notify the Investor not later than 5 days prior to the effective date of the material terms of any proposed amendment of the Charter or the Bylaws. The Investor agrees to notify the Company as to whether or not it would have a Regulatory Problem promptly after the Investor has notice of any proposed amendment or waiver.

Regulatory Compliance Cooperation. In the event that (i) If a Class A Member reasonably Stockholder determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member Corporation agrees to take all such actions as are reasonably requested by such Class A Member in order Stockholder (Ix) to effectuate and facilitate any transfer Transfer by such Class A Member Stockholder of any Securities in (as defined below) of the Company Corporation then held by such Class A Member Stockholder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withStockholder, (IIy) to permit such Class A Member Stockholder (or any Affiliate Table of its respective AffiliatesContents of such Stockholder) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting nonvoting Securities of the CompanyCorporation, which non-voting nonvoting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting nonvoting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Stockholder in light of regulatory considerations then prevailing, and (IIIz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of Corporation provided for in the Certificate and this Agreement and with respect to such Class A MemberStockholder’s ownership of the Corporation’s voting Securities before the transfers and amendments referred to above Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by such Class A Member Stockholder to permit any Person(s) designated by such Class A Member Stockholder to exercise any voting power which is relinquished by such Class A Member Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company)Corporation; and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement Agreement, the Certificate and other relevant agreements the Bylaws of the Corporation and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Stockholder in order to effectuate the intent of the foregoing; provided, however that such actions will not change materially any such additional of the agreements, amendments to this Agreement rights or other relevant agreementsobligations of the parties reflected herein or in the Certificate or the Bylaws. (ii) Before the Corporation redeems, purchases or otherwise acquires, directly or indirectly, or other actions converts or takes any action with respect to the voting rights of, any Securities, the Corporation shall give written notice of such pending action to each Stockholder. Upon the written request of any Stockholder made within 10 days after its receipt of such notice stating that after giving effect to such action such Stockholder would have a Voting Regulatory Problem, the Corporation shall defer taking such action for such period (not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities extend beyond 45 days after such Stockholder’s receipt of the Company Corporation’s original notice) as such Stockholder requests to permit it and its Affiliates to reduce the quantity of Securities they own or take other appropriate action in order to avoid a the Voting Regulatory Problem toProblem. In addition, a Regulated Holder, in the Company and each of the Members agree at the request of such Class A Member event that the provisions of this Section 9.1(b)(v) Corporation shall be applicable a party to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations any merger, consolidation, recapitalization or other transaction pursuant to which it is subject. In the event a Class A Member has the right any Stockholder would be required to acquire take any of the Company’s Securities from the Company voting Securities, or any other Person (as the result of Securities convertible into, or exchangeable or exercisable for, voting Securities, which might reasonably be expected to cause such Stockholder to have a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Voting Regulatory Problem, at such Class A Member’s request, then the Company, at the sole cost and expense of such Class A Member, will offer to sell Corporation shall not be a party to such Class A Member transaction unless such Stockholder shall receive non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveSecurities.

Regulatory Compliance Cooperation. (a) Before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible, exchangeable or exercisable for or into any shares of any class of its capital stock, the Company will give written notice of such pending action to Prospect I. Upon the written request of any Stockholders of Prospect I made within twenty (20) days after its receipt of any such notice, stating that after giving effect to such action such Stockholders of Prospect I would have a Regulatory Problem (as defined below), the Company will defer taking such action for such period (not to extend beyond forty-five (45) days after such Stockholders of Prospect I's receipt of the Company's original notice) as such Stockholders of Prospect I requests to permit it and its Affiliates to reduce the quantity of securities owned by them in order to avoid the Regulatory Problem. In the event the Company or any Stockholders of Prospect I is precluded from taking any action under this Agreement within any allotted period of time as a consequence of this Section, such period of time shall be extended by the number of days during which the Company or such Stockholders of Prospect I is precluded from acting. (b) In the event that a Class A Member reasonably Prospect I determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member Prospect I in order to (Ii) to effectuate and facilitate any transfer by such Class A Member the Stockholders of Prospect I or any of Prospect I's Affiliates of any Securities in securities of the Company then held by the Stockholders of Prospect I or such Class A Member Affiliates to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withProspect I, (IIii) to permit such Class A Member the Stockholders of Prospect I (or any of its respective Affiliatestheir affiliates) to exchange all or any a portion of the any voting Securities security then held by such Person them on a share-for-share basis for shares of a class of non-voting Securities nonvoting security of the Company, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Prospect I Stockholders in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s provided for herein, and with respect to Prospect I's and its Affiliates' ownership of voting Securities before the transfers and amendments referred to above (including Company's securities. Such actions may include, but shall not necessarily be limited to, entering into such additional agreements agreements, adopting such amendments to the Certificate of Incorporation and by-laws of the Company and taking such additional actions as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member Prospect I in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder. (c) In addition, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall will not be applicable a party to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations any merger, consolidation, recapitalization or other action pursuant to which it is subject. In the event a Class A Member has the right to acquire Prospect I or any of the Company’s Securities from the Company it Affiliates would be required to take any voting securities, or any other Person (as the result of a preemptive offersecurities convertible, pro rata offer exchangeable or otherwise)exercisable for or into voting securities, and such Class A Member which might reasonably determines that it has be expected to cause Prospect I to have a Regulatory Problem. For purposes of this Agreement, at "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental agency or other authority or Prospect I reasonably believes that, such Class A Member’s requestPerson and such Person's Affiliates own, the Company, at the sole cost and expense control or have power over a greater quantity of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if securities of any kind issued by the Company is not the proposed seller, will arrange for the exchange than are permitted under any requirement of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided abovegovernmental authority.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member RFE Investment Partners reasonably determines that it has a Regulatory Problem (as defined below), RFE Investment Partners shall have the right to transfer its Shares without regard to any restriction on transfer set forth in this Agreement other than the securities laws restrictions set forth in Section 4.1 hereof (provided that the transferee agrees to become a party to this Agreement as a Stockholder) and the right of first offer set forth in Section 4.3 (provided that if RFE Investment Partners reasonably determines in good faith that complying with the full notice period set forth in Section 4.3 will materially adversely affect its ability to cure such Regulatory Problem, it shall be entitled to shorten such period, provided further that RFE Investment Partners shall notify the Company if it believes a Regulatory Problem is likely), and the Managing Member agree at the sole cost and expense of such Class A Member to Company shall take all such actions as are reasonably requested by such Class A Member RFE Investment Partners in order to (I1) to effectuate and facilitate any transfer by such Class A Member RFE Investment Partners of any Securities in securities of the Company then held by such Class A Member RFE Investment Partners to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRFE Investment Partners, (II2) to permit such Class A Member RFE Investment Partners (or any of its respective Affiliates) to exchange all or any portion of the any voting Securities security then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting security of the Company, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are reasonably requested by such Class A Member into voting Securities and reasonably acceptable to the Company RFE Investment Partners in light of regulatory considerations then prevailing, and (III3) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of such Class A Member’s RFE Investment Partners’ ownership of voting Securities securities and/or provided in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member RFE Investment Partners to permit any Person(s) designated by such Class A Member RFE Investment Partners to exercise any voting power which is relinquished by such Class A Member RFE Investment Partners) and (4) amend this Agreement, the Certificate of Incorporation, the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. (ii) For purposes of this Agreement, a “Regulatory Problem” means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or RFE Investment Partners reasonably believes, in good faith based upon any exchange all attendant circumstances, including notices (if any) from governmental regulatory agencies, advice of voting Securities for nonvoting Securities of counsel and the Company); and at the sole cost and expense like, that there is a substantial risk of such Class A Memberassertion) that RFE Investment Partners is not entitled to hold, or exercise any significant right with respect to, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveShares.

Regulatory Compliance Cooperation. In the event that a Class A Member any SBIC Holder reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in this Agreement or in Section 4.1(c) of the Stockholders Agreement and without complying with the provisions of Section 4.3 of the Stockholders Agreement, but subject to the other provisions of the Stockholders Agreement and federal and state securities law restrictions, and the Company and the Managing Member agree at the sole cost and expense of such Class A Member to shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new non-voting Securities (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities (or Common Stock, as applicable) on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities and/or provided for in the Stockholders Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder) and at the sole cost and expense of such Class A Member(iv) amend this Agreement, the Company shall enter into such additional agreementsRestated Certificate, adopt such amendments and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement and other relevant agreements and take such additional actions, agree to vote their Securities in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request favor of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws amendments and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveactions.

Regulatory Compliance Cooperation. In the event that a Class A Member reasonably Investor determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member Investor in order (IA) to effectuate and facilitate any transfer by such Class A Member Investor of any Securities in of the Company then held by such Class A Member Investor to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withInvestor, (IIB) to permit such Class A Member Investor (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Investor in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s Investor's ownership of voting Securities and/or provided for in the Voting Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Investor to permit any Person(s) designated by such Class A Member Investor to exercise any voting power which is relinquished by such Class A Member Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement Agreement, the Company's Articles of Organization and the Company's By-laws and other relevant agreements and take taking such additional actions, in each case as are reasonably requested by such Class A Member Investor in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws, and regulations to which it is subject. In Such agreements may include restrictions on the event a Class A Member has the right to acquire any redemption, repurchase or retirement of Securities of the Company’s Securities from the Company that would result or any other Person (as the be reasonably expected to result of a preemptive offer, pro rata offer or otherwise), and in such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any Regulated Holder holding more voting securities for non-voting or total securities immediately prior (equity and debt) than it is permitted to or simultaneous with hold under such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered laws and immediately requested their exchange for non-voting Securities as provided aboveregulations.

Regulatory Compliance Cooperation. (a) In the event that a Class A Member reasonably CVCA or First Union determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by such Class A Member CVCA or First Union, as the case may be, in order (Ii) to effectuate and facilitate any transfer by such Class A Member CVCA or First Union of any Securities in (as defined below) of the Company then held by such Class A Member CVCA or First Union to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withCVCA or First Union , (IIii) to permit such Class A Member CVCA or First Union (or any affiliate of its respective AffiliatesCVCA or First Union) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company CVCA or First Union in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s provided for in the Amended Stockholders Agreement and the Amended Certificate and with respect to CVCA's or First Union's ownership of the Company's voting Securities before the transfers and amendments referred to above Securities. Such actions may include, but shall not necessarily be limited to: (including A) entering into such additional agreements as are reasonably requested by such Class A Member CVCA or First Union to permit any Person(s) designated by such Class A Member CVCA or First Union to exercise any voting power which is relinquished by such Class A Member CVCA or First Union upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter and (B) entering into such additional agreements, adopt adopting such amendments to this Agreement the Amended Certificate and other relevant agreements Amended Bylaws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member CVCA or First Union in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or CVCA elects to transfer Securities of the Company to a Regulated Holder (as defined below) in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of shall enter into such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws, rules and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such regulations. (b) In the event a Class A Member CVCA or First Union has the right to acquire any of the Company’s 's Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, CVCA's or First Union's request the Company, at the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member CVCA or First Union non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities Securities for non-non- voting securities Securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member CVCA or First Union acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided pursuant to paragraph (a) above. (c) In the event that any Subsidiary of the Company ever offers to sell any of its Securities to CVCA or First Union, then the Company will cause such Subsidiary to enter into agreements with CVCA and First Union substantially similar to this Section 6.6 and, if applicable, Section 6.7

Regulatory Compliance Cooperation. (a) In the event that a Class A Member reasonably any SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below), such SBIC Holder shall have the Company right to transfer its Preferred J Shares (or any Common Shares issued upon conversion thereof) to any other Person, in accordance with the transfer provisions set forth in the Shareholders Agreement and the Managing Member agree at the sole cost and expense of such Class A Member to Servicesoft shall take all such actions as are reasonably requested by such Class A Member SBIC Holder to the extent necessary to rectify the Regulatory Problem in order to (Ii) to (a) effectuate and facilitate any transfer or sale by such Class A Member SBIC Holder of any Securities in the Company securities of Servicesoft then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iiiSBIC Holder and/or (b) shall be complied with, (II) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the Servicesoft's voting Securities securities then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities securities of the CompanyServicesoft, which non-voting Securities securities shall be identical in all respects to such voting Securitiessecurities, except that such new Securities non-voting securities shall be non-voting and shall be convertible into a class of Common Stock which is nonvoting on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing; provided, and however, that if such an exchange is due to a Regulatory Violation triggered by more than 49% of the employees of Servicesoft being located outside of the United States the expenses incurred by Servicesoft in connection with such exchange shall be borne by such SBIC Holder, (IIIii) to if permitted by the SBIC Regulations continue and preserve the respective allocation of the voting interests with respect to the Company Servicesoft arising out of such Class A Member’s the SBIC Holder's ownership of voting Securities securities and/or provided for in the Transaction Documents before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the CompanySBIC Holder); , and at the sole cost and expense of such Class A Member(iii) amend this Agreement, the Company shall enter into such additional agreementsTransaction Documents, adopt such amendments the Certificate and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their securities in favor of such amendments and other relevant agreements actions. (b) For purposes of this Agreement, a "REGULATORY PROBLEM" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or any SBIC Holder believes that there is a substantial risk of such assertion) that such SBIC Holder and take such additional actions, in each case as its Affiliates are reasonably requested by such Class A Member in order not entitled to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on exercise any significant right with respect to, the Company Series J Preferred (or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid Common Stock issued upon conversion thereof) and includes a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveViolation.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member reasonably Regulated Holder determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member Regulated Holder in order to (IA) to effectuate and facilitate any transfer of securities by such Class A Member of any Securities in the Company then held by such Class A Member Regulated Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withRegulated Holder, (IIB) to permit such Class A Member Regulated Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities nonvoting securities of the Company, which non-voting Securities nonvoting securities shall be identical in all respects to such voting Securitiessecurities, except that such new Securities securities shall be non-voting nonvoting and shall be convertible into voting securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Person in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s Regulated Holder's ownership of voting Securities securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member Regulated Holder to permit any Person(s) designated by such Class A Member Regulated Holder to exercise any voting power which is relinquished by such Class A Member Regulated Holder upon any exchange of voting Securities securities for nonvoting Securities securities of the Company); , and at the sole cost and expense of such Class A Member, the Company shall enter (D) entering into such additional agreements, adopt adopting such amendments to this Agreement Agreement, the certificate of incorporation and bylaws of the Company and other relevant agreements and take taking such additional actions, in each case as are reasonably requested by such Class A Member Regulated Holder in order to effectuate the intent of the foregoing; provided. The Company shall obtain the agreement of all of its stockholders to cooperate in complying with this Section 7(n), that including without limitation the agreement of such stockholders to approve amending its certificate of incorporation in a manner reasonably requested by such Regulated Holder to effectuate clauses (A), (B) and (C) above. (ii) Before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any of its securities, the Company shall give written notice of such pending action to each Regulated Holder. Upon the written request of any Regulated Holder made within 10 days after its receipt of any such additional agreementsnotice stating that after giving effect to such action such Person would have a Regulatory Problem, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects shall defer taking such action for such period (not to transfer Securities extend beyond 45 days after the Company's receipt of such notice) as such Person requests to permit it and its Affiliates to reduce the quantity of the Company Company's securities they own in order to avoid a the Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(vProblem. (iii) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member Regulated Holder has the right to acquire any of the Company’s Securities from the Company or any other Person 's securities (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, Person's request the Company, at the sole cost and expense of such Class A Member, will Company shall offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting Person nonvoting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member Person acquired the Securities securities so offered and immediately requested their exchange for non-voting Securities as provided nonvoting securities pursuant to subsection (i) above. (iv) In the event that any Subsidiary of the Company offers to sell any of its securities, then the Company shall cause such Subsidiary to enter into agreements with each Regulated Holder substantially similar to those in Sections 7(m) and 7(n) hereof if such Regulated Holder reasonably determines that entering into the agreement is necessary to carry out the intent of this Section 7(n).

Regulatory Compliance Cooperation. In (i) Before Holdings redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the event voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock (other than an exercise of the Warrants), Holdings shall (unless after consulting with counsel that is knowledge and experienced in Bank Holding Company Act provisions and Regulation K and Y thereof in particular, such counsel advises Holdings that BTFIC should not have a Class A Member reasonably determines Regulatory Problem after giving effect to such pending action) give written notice of such pending action to BTFIC. Upon the written request of BTFIC made within 10 days after its receipt of any such notice stating that it has after giving effect to such action BTFIC would have a Regulatory Problem, Holdings shall defer taking such action for such period (not to extend beyond 45 days after BTFIC's receipt of Holdings' original notice) as BTFIC requests to permit it and its Affiliates to reduce the Company quantity of Holdings' securities they own in order to avoid the Regulatory Problem. Holdings shall and the Managing Member agree at the sole cost shall cause its Subsidiaries to cooperate and expense of such Class A Member to take all assist BTFIC by taking such actions as are may be necessary or (in the opinion of BTFIC) desirable as reasonably requested by BTFIC to resolve such Class A Member Regulatory Problem. In addition, Holdings shall not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which BTFIC would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause BTFIC to have a Regulatory Problem. For purposes of this Section, a "REGULATORY PROBLEM" means any transaction, circumstance or situation whereby (A) BTFIC and its Affiliates would own, control or have power over a greater quantity of securities of any kind issued by Holdings or any other entity than are permitted under any requirement of any governmental authority, or would cause such holder to not be able to hold an investment in order or provide financing to Holdings or the Company in compliance with any applicable requirement of any governmental authority, or (IB) it has been asserted by any governmental regulatory agency (or BTFIC believes that there is a risk of such assertion) that BTFIC and its Affiliates are not entitled to effectuate and facilitate hold the Underlying Warrant Stock or other capital stock held by BTFIC or exercise any transfer significant right with respect to such capital stock held by such Class A Member Person or provide financing to Holdings or the Company in compliance with any applicable requirement of any Securities governmental authority. (ii) At any Purchaser's request at any time (whether in the Company connection with any action by Holdings referred to in subparagraph (i) above or otherwise), Holdings shall exchange with such Purchaser for such number of shares of voting securities then held by such Class A Member Purchaser as it designates a like number of share of non-voting securities that are identical to such voting securities except as to voting rights and as may otherwise be required by applicable law, and Holdings shall at all times reserve and keep available out of its authorized but unissued shares of non-voting securities, solely for issue upon such exchanges, the number of such shares deemed sufficient by Holdings for such purposes. In the event of any Person designated by such Class A Memberexchange of non-voting securities for voting securities, (a) the holders of such non-voting securities shall be entitled to all the rights which such holders had pursuant to this Agreement and the other Transaction Documents, as applicable; providedholders of voting securities and (b) if such shares of voting securities were "Restricted Securities" hereunder, that Section 9.1(b)(iiisuch non-voting securities shall also be deemed to be "Restricted Securities" hereunder. (iii) At any Purchaser's request at any time (whether in connection with any action by Holdings referred to in subparagraph (i) above or otherwise), Holdings shall be complied with, (II) to permit exchange with such Class A Member (or any Purchaser for such number of its respective Affiliates) to exchange all or any portion shares of the non-voting Securities securities then held by such Person on Purchaser as it designates a share-for-like number of share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be securities that are identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior except as to or simultaneous with voting rights and as may otherwise be required by applicable law, and Holdings shall at all times reserve and keep available out of its authorized but unissued shares of voting securities, solely for issue upon such saleexchanges, the number of such shares deemed sufficient by Holdings for such purposes. (iv) on Holdings shall grant to any subsequent holder of Restricted Securities, upon such holder's request, the same terms as would have existed had such Class A Member acquired the Securities so offered rights granted to BTFIC and immediately requested their exchange for non-voting Securities as provided aboveits Affiliates pursuant to this Section.

Regulatory Compliance Cooperation. Notwithstanding any other provision of this Warrant, the Company will use its best efforts to insure that the holder hereof does not have a "Regulatory Problem" (as defined below) due to the Company making any redemption, purchase or other acquisition, whether direct or indirect, or taking other action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock, so as to increase the proportion of the Company's Voting Stock which this Warrant entitles the holder to purchase or which the holder of shares of Common Stock issuable hereunder then owns. In addition, the Company will use its best efforts to insure that such holder does not have a Regulatory Problem in connection with any merger, consolidation, recapitalization or other transaction pursuant to which the holder hereof or a holder of shares of Common Stock issuable hereunder would be required to take any voting securities, or any securities convertible into voting securities. Notwithstanding the foregoing, in the event that a Class A Member reasonably determines that it has a Regulatory ProblemProblem exists, the Company and agrees in good faith to amend this Warrant (including, if necessary, to provide that upon exercise hereof such holder shall receive non-voting shares of Common Stock of the Managing Member Company or any surviving entity) upon the request of the holder hereof in such a way so that the Regulatory Problem no longer exists, provided that, subject to the next succeeding sentence, the Company shall not be required to agree at to any amendment that would have a materially adverse effect on the sole cost and expense Company's rights under this Warrant. The Company agrees that, so long as the economic terms of this Warrant remain substantially the same, any such Class A Member amendment shall not materially adversely affect the rights of the Company hereunder. Without limiting the foregoing, in the event of a Regulatory Problem the holder by acceptance of this Warrant agrees to take all such actions as are reasonably consent to any amendment to this Warrant requested by such Class A Member in order (I) to effectuate and facilitate any transfer by such Class A Member of any Securities in the Company then held by to provide that upon exercise hereof such Class A Member to holder shall receive non-voting shares of Common Stock of the Company or any Person designated by such Class A Member, as applicablesurviving entity; provided, that Section 9.1(b)(iii) shall the economic terms of this Warrant remain substantially the same and such amendment cures the Regulatory Problem. For purposes of this paragraph, a Person will be complied with, (II) deemed to permit such Class A Member (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by have a "Regulatory Problem" when such Person on or such Person's affiliates would own, control or have power, directly or indirectly, over a share-for-share basis for shares greater quantity of a class securities of non-voting Securities any kind issued by the Company than is permitted under any requirement of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible any governmental authority binding on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided abovePerson.

Regulatory Compliance Cooperation. (a) In the event that a Class A Member reasonably any SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below), to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Warrants, Common Stock issued upon exercise of the Warrants and/or Preferred Stock to any (x) Affiliate or (y) to the extent an Event of Non-Compliance has not occurred and is not then continuing, with the consent of the Company (which consent shall not be unreasonably delayed or withheld), an unaffiliated third party without regard to any restrictions on transfer set forth in this Agreement or the Related Documents other than federal and state securities law restrictions (provided that the transferee agrees to acquire and assume the rights and obligations of such SBIC Holder under this Agreement), and the Managing Member agree at the sole cost and expense of such Class A Member to Company shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ii) to effectuate and facilitate any such transfer by such Class A Member SBIC Holder of any Securities in securities of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withPerson, (IIii) to permit such Class A Member SBIC Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities Common Stock then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting Common Stock of the Company, which non-voting Securities nonvoting Common Stock shall be identical in all respects to such voting SecuritiesCommon Stock, except that such new Securities shall be non-voting Common Stock shall be nonvoting and shall be convertible into voting Common Stock on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIiii) to continue and preserve the respective allocation of the voting interests 28 with respect to the Company arising out of such Class A Member’s the SBIC's ownership of voting Securities securities and/or provided for in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder to exercise any voting power which is relinquished by such Class A Member upon SBIC Holder, and (iv) amend this Agreement, the Amended and Restated Certificate of Incorporation, and any exchange other related documents, agreements or instruments to effectuate and reflect the foregoing. (b) For purposes of voting Securities for nonvoting Securities this Agreement, a "REGULATORY PROBLEM" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or any SBIC Holder reasonably believes in good faith that there is a substantial risk of such assertion) that such SBIC Holder and its Affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued by the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided above.

Regulatory Compliance Cooperation. In the event that (i) If a Class A Member reasonably Stockholder determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member Corporation agrees to take all such actions as are reasonably requested by such Class A Member in order Stockholder (Ix) to effectuate and facilitate any transfer Transfer by such Class A Member Stockholder of any Securities in (as defined below) of the Company Corporation then held by such Class A Member Stockholder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withStockholder, (IIy) to permit such Class A Member stockholder (or any Affiliate of its respective Affiliatessuch Stockholder) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting nonvoting Securities of the CompanyCorporation, which non-voting nonvoting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting nonvoting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company Stockholder in light of regulatory considerations then prevailing, and (IIIz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of Corporation provided for in the Certificate and this Agreement and with respect to such Class A Member’s Stockholder's ownership of the Corporation's voting Securities before the transfers and amendments referred to above Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by such Class A Member Stockholder to permit any Person(s) designated by such Class A Member Stockholder to exercise any voting power which is relinquished by such Class A Member Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company)Corporation; and at the sole cost and expense of such Class A Member, the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement Agreement, the Certificate and other relevant agreements the Bylaws of the Corporation and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member Stockholder in order to effectuate the intent of the foregoing; provided, however that such actions will not change materially any such additional of the agreements, amendments to this Agreement rights or other relevant agreementsobligations of the parties reflected herein or in the Certificate or the Bylaws. (ii) Before the Corporation redeems, purchases or otherwise acquires, directly or indirectly, or other actions converts or takes any action with respect to the voting rights of, any Securities, the Corporation shall give written notice of such pending action to each Stockholder. Upon the written request of any Stockholder made within 10 days after its receipt of such notice stating that after giving effect to such action such Stockholder would have a Voting Regulatory Problem, the Corporation shall defer taking such action for such period (not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities extend beyond 45 days after such Stockholder's receipt of the Company Corporation's original notice) as such Stockholder requests to permit it and its Affiliates to reduce the quantity of Securities they own or take other appropriate action in order to avoid a the Voting Regulatory Problem toProblem. In addition, a Regulated Holder, in the Company and each of the Members agree at the request of such Class A Member event that the provisions of this Section 9.1(b)(v) Corporation shall be applicable a party to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations any merger, consolidation, recapitalization or other transaction pursuant to which it is subject. In the event a Class A Member has the right any Stockholder would be required to acquire take any of the Company’s Securities from the Company voting Securities, or any other Person (as the result of Securities convertible into, or exchangeable or exercisable for, voting Securities, which might reasonably be expected to cause such Stockholder to have a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Voting Regulatory Problem, at such Class A Member’s request, then the Company, at the sole cost and expense of such Class A Member, will offer to sell Corporation shall not be a party to such Class A Member transaction unless such Stockholder shall receive non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveSecurities.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member Regulated Holder reasonably determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member Regulated Holder in order (IA) to effectuate and facilitate any transfer by such Class A Member the Regulated Holder of any Securities in securities of the Company then held by such Class A Member the Regulated Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthe Regulated Holder, (IIB) to permit such Class A Member the Regulated Holder (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by such Class A Member into voting Securities the Regulated Holder and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (IIIC) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s the Regulated Holder's ownership of voting Securities and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member the Regulated Holder to permit any Person(s) designated by such Class A Member the Regulated Holder to exercise any voting power which is relinquished by such Class A Member the Regulated Holder upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or the Regulated Holder elects to transfer Securities of the Company to another Regulated Holder in order to avoid a Regulatory Problem to, a Regulated HolderProblem, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such other Regulated Holder shall enter into such mutually acceptable agreements as such other Regulated Holder may reasonably request in order to assist such Regulated Holder in complying with Applicable Laws applicable laws and regulations to which it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder's holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. (ii) In the event a Class A Member Regulated Holder has the right to acquire any of the Company’s Securities 's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member a Regulated Holder reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at Regulated Holder's request the sole cost and expense of such Class A Member, Company will offer to sell to such Class A Member the Regulated Holder non-voting Securities securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member the Regulated Holder acquired the Securities securities so offered and immediately requested their exchange for non-voting Securities as provided securities pursuant to subsection (i) above. (iii) In the event that any Affiliate of the Company ever offers to issue any of its Securities to the Regulated Holder, then the Company will cause such Affiliate to enter into agreements with the Regulated Holder substantially similar to this Section X.

Regulatory Compliance Cooperation. (i) In the event that a Class A Member reasonably any SBIC Holder determines that it has a Regulatory ProblemProblem (as defined below), such SBIC Holder shall have the right to transfer any securities of the Company without regard to any restriction on transfer set forth in this Agreement other than the securities laws restrictions set forth in Section 5 (provided that the transferee agrees to become a party to this Agreement), and the Managing Member agree at the sole cost and expense of such Class A Member to Company shall take all such actions as are reasonably requested by such Class A Member SBIC Holder in order to (Ia) to effectuate and facilitate any transfer by such Class A Member SBIC Holder of any Securities in securities of the Company then held by such Class A Member SBIC Holder to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withSBIC Holder, (IIb) to permit such Class A Member SBIC Holder (or any of its respective Affiliatesaffiliates) to exchange all or any portion of the any voting Securities security then held by such Person it on a share-for-share basis for shares of a class of non-voting Securities nonvoting security of the Company, which non-voting Securities nonvoting security shall be identical in all respects to such the voting Securitiessecurity exchanged for it, except that such new Securities it shall be non-voting nonvoting and shall be convertible into a voting security on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company SBIC Holder in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of such Class A Member’s the SBICs' aggregate ownership of voting Securities securities and/or provided in the Amended Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member SBIC Holder to permit any Person(s) designated by such Class A Member SBIC Holder reasonably acceptable to the Company to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the CompanySBIC Holder); , and at the sole cost and expense of such Class A Member(d) amend this Agreement, the Company shall enter into such additional agreementsCertificate of Incorporation, adopt such amendments the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their securities in favor of such amendments and other relevant agreements and take actions. (ii) For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or any SBIC Holder believes that there is a substantial risk of such additional actionsassertion) that such SBIC Holder is not entitled to hold, in each case as are reasonably requested by such Class A Member in order to effectuate the intent or exercise any significant right with respect to, all or any portion of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveStock.

Regulatory Compliance Cooperation. i. In the event that a Class A Member reasonably BankAmerica Ventures (“BAV”) or BankAmerica Capital Corporation (“BACC”) determines that it has a Regulatory ProblemProblem (as defined below), the Company and the Managing Member agree at the sole cost and expense of such Class A Member agrees to take all such actions as are reasonably requested by such Class A Member BAV/BACC in order (Ia) to effectuate and facilitate any transfer by such Class A Member BAV/BACC of any Securities in securities of the Company then held by such Class A Member BAV/BACC (or its Affiliates) to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied withthem, (IIb) to permit such Class A Member BAV/BACC (or any of its respective Affiliates) to exchange all or any portion of the voting Securities Series II Preferred Stock then held by such Person them on a share-for-share basis for shares of a class of non-voting Securities nonvoting preferred stock of the Company, which non-voting Securities shall nonvoting preferred stock will be identical in all respects to such voting SecuritiesSeries II Preferred Stock, except that such new Securities shall preferred stock will be non-voting nonvoting and shall will be convertible into Common Stock on such terms as are reasonably requested by such Class A Member into voting Securities and reasonably acceptable to the Company BAV/BACC in light of regulatory considerations then prevailing, and (IIIc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Memberprovided for in the Voting Agreement and with respect to BAV/BACC’s ownership of voting Securities before the transfers and amendments referred to above Company’s Underlying Common Stock. Such actions may include, but will not necessarily be limited to: (including 1) entering into such additional agreements as are reasonably requested by such Class A Member BAV/BACC to permit any Person(sperson(s) designated by such Class A Member it to exercise any voting power which is relinquished by such Class A Member it upon any exchange of voting Securities the Series II Preferred Stock for nonvoting Securities stock of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter and (2) entering into such additional agreements, adopt adopting such amendments to this Agreement the Certificate of Incorporation and other relevant agreements bylaws of the Company and take taking such additional actions, in each case actions as are reasonably requested by such Class A Member BAV/BACC in order to effectuate the intent of the foregoing; provided. ii. For purposes of this Agreement, a “Regulatory Problem” means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that any such additional agreements, amendments BAV/BACC is not entitled to this Agreement or other relevant agreementshold, or other actions shall not have an adverse impact on the Company or exercise any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem significant right with respect to, a Regulated Holder, the Company and each of Series II Preferred Stock or the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in order to assist such Regulated Holder in complying with Applicable Laws and regulations to which it is subject. In the event a Class A Member has the right to acquire any of the Company’s Securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and such Class A Member reasonably determines that it has a Regulatory Problem, at such Class A Member’s request, the Company, at the sole cost and expense of such Class A Member, will offer to sell to such Class A Member non-voting Securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had such Class A Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities as provided aboveCommon Stock.